Pledged Equity Collateral Clause Samples

Pledged Equity Collateral. As security for the Obligations, each of the Loan Parties pledges, hypothecates, assigns, transfers, sets over and delivers unto the Administrative Agent, its successors and assigns, for the benefit of the Lenders, and grants to the Administrative Agent, its successors and assigns, for the benefit of the Lenders, a continuing security interest in and to the following (hereinafter collectively called the “Pledged Equity Collateral”): (a) Subject to Section 12.01(b), all of the Equity Interests now held and hereafter acquired by such Loan Party at any time, and any certificates representing such Equity Interests, all of the right, title and interest of such Loan Party in, to and under its percentages interest, shares or units as an owner thereof, and all Investment Property in respect thereof, including, without limitation, such Loan Party’s interests in (or allocations of) the profits, losses, income, gains, deductions, credits or similar items in respect of any Equity Interests now held or hereafter acquired by such Loan Party, and the right to receive dividends or distributions in respect thereof, cash, other property, assets, and all options and warrants for the purchase of Equity Interests, all of such Loan Party’s right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by such Loan Party to Borrower, all of such Loan Party’s voting rights, whether now existing or hereafter arising, whether arising under the terms of the Charter and By-laws or any of the other organization documents of each Person in which it holds or acquires any Equity Interests, at law or in equity, or otherwise and any and all of the proceeds thereof (all of the foregoing being hereinafter collectively referred to as the “Pledged Equity”), and all distributions, cash, Instruments, Investment Property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Equity; provided that such pledge, hypothecation, assignment, transfer, set over, delivery and grant by Parent of the Pledged Equity of the Borrower is made solely on a non-recourse basis; provided further that “Pledged Equity” shall not include Equity Interests in excess of 66 2/3% of the Equity Interests in any foreign Subsidiary of the Borrower to the extent that the Borrower and the Required Lenders reasonably determine that any change in U.S. tax law after the Closing Date ...