Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.
Appears in 7 contracts
Samples: Collateral Agreement, Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Representations, Warranties and Covenants. The Grantors Holdings and the Company jointly and severally represent, warrant and covenant covenant, as to themselves and with the Administrative other Grantors, to the Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in accordance with the Pledged Debt Securities owned by such Grantorterms of the Indenture;
(b) the Pledged Equity Interests and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Company or a subsidiary of the Company, to the best of Holdings’ and the Pledged Debt Securities Company’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than the Company or a subsidiary of the Company, to the best of Holdings’ and the Company’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Security Documents and (B) Liens permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Security Documents and (B) Liens permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Indenture or the Security Documents or securities laws generallygenerally and except as described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations, to the extent such perfection is governed by the Uniform Commercial Code subject to Liens permitted pursuant to Section 4.12 of the Indenture; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 5 contracts
Samples: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantorrequired to be pledged hereunder;
(b) the Pledged Equity Interests and the Pledged Debt Securities have Stock has been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are is fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens Collateral (other than the Liens Lien created by this Agreement and the other Loan Documents and than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement)) and (iv) subject to Section 3.06, however arisingwill cause any and all Collateral, of all Persons whomsoeverwhether for value paid by the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first-priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Security as security for the payment and performance of the Obligations;
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Collateral as set forth herein;
(i) the Perfection Certificate (i) has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects and (ii) accurately sets forth the complete legal name of each Grantor; and
(j) each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the security interest in the Collateral and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of such security interest and the filing of any financing statements or other documents in connection herewith or therewith.
Appears in 4 contracts
Samples: Guarantee and Pledge Agreement, Guarantee and Pledge Agreement (Cbre Group, Inc.), Credit Agreement (Cb Richard Ellis Group Inc)
Representations, Warranties and Covenants. The Grantors Each Grantor jointly and severally representrepresents, warrant warrants and covenant covenants, as to itself and the other Grantors, to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement;
(b) the Pledged Equity Interests and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of such Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of the such Grantor’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;,
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and (C) transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by (i) the Loan Documents or Documents, (ii) securities laws generally, the Pledged (iii) customary provisions in joint venture agreements relating to purchase options, rights of first refusal, tag, drag, call or similar rights of a third party that owns Equity Interests andin such joint venture or (iv) rules and regulations promulgated by the Federal Communications Commission and other similar federal and state laws, rules and regulations relating to the extent issued telecommunications industry and except (A) as described in the Perfection Certificate, (B) as described in clauses (iv) through (xi) of Section 7.09 of the Credit Agreement and (C) transactions otherwise permitted by Holdings or any SubsidiaryArticle VII of the Credit Agreement, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations; and
(g) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein.
Appears in 4 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Security Agreement (West Corp)
Representations, Warranties and Covenants. The Grantors jointly Debtor represents and severally represent, warrant and covenant warrants to and covenants with the Administrative AgentLender, for the benefit and such representations, warranties and covenants shall be continuing so long as any of the Secured PartiesObligations remain outstanding, thatas follows:
(a) as The Debtor utilizes no trade names in the conduct of its business, except the Effective Datenames set forth above in the first part of this Agreement, Schedule II sets forth nor has Debtor changed its name, been the surviving entity in a true and complete listmerger, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in or acquired any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;business.
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) The security interest in the case of Pledged Equity Interests, are fully paid Collateral granted to the Lender in this Agreement is and nonassessable and (ii) shall be a perfected first priority security interest in the case Collateral, prior and superior to the rights of Pledged Debt Securities, are legal, valid and binding obligations all third parties in the Collateral existing on the date of this Agreement or arising after the issuers thereofdate of this Agreement, except for those purchase-money security interests which Debtor grants to secure the extent that enforceability purchase of such obligations may be limited by applicable bankruptcyfurniture or equipment for placement in the property described in Exhibit A attached hereto, insolvencywhere the Debtor’s exposure thereunder is, and other similar laws affecting creditor’s rights generally; provided that singly or in the foregoing representationsaggregate, insofar as they relate to the Pledged Debt Securities issued by a Person other than sum of $5,000.00 or less (the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;“Permitted Security Interests”).
(c) The Debtor is the owner of the Collateral free and clear of all security interests, mortgages, liens or encumbrances, except for liens that arise by operation of law with respect to obligations of the Debtor that are not yet due and payable; and the Debtor will defend the Collateral against all claims and demands of all persons at any time claiming an interest therein.
(d) Except with respect to permanent financing undertaken as part of the Premises with the SBA, the Debtor shall not mortgage, pledge, grant or permit to exist a security interest in, or lien or encumbrance upon, any of the Collateral except for the security interests granted hereunder to which the Lender may give its prior consent.
(e) The Debtor shall maintain casualty insurance coverage on the Collateral in such amounts and of such types as may be required by Lender, and, in any event, as are ordinarily carried by similar businesses; and in the case of all policies insuring property in which the Lender shall have a security interest of any kind whatsoever, all such insurance policies shall provide that the proceeds thereof shall be payable to the Debtor and the Lender as their respective interests may appear. All such policies or certificates thereof, including all endorsements thereof and those required under this Agreement, shall be deposited with the Lender; and such policies shall contain provisions that no such insurance may be cancelled or decreased without thirty (30) days prior written notice to the Lender; and in the event of acquisition of additional insurable Collateral, the Debtor shall cause such insurance coverage to be increased or amended in such manner and to such extent as prudent business judgment would dictate. If the Debtor shall at any time or times hereafter fail to obtain and/or maintain any of the policies of insurance required herein, or fail to pay any premium in whole or in part relating to any such policies, the Lender may, but shall not be obligated to, obtain and/or cause to be maintained, insurance coverage with respect to the Collateral, including, at the Lender’s option, the coverage provided by all or any of the Debtor’s policies, and pay all or any part of the premium therefor, without waiving any Event of Default of the Debtor, and any sums so disbursed by the Lender shall be additional Obligations of Debtor, payable on demand. The Lender shall have the right to settle and compromise any and all claims under any of the policies required to be maintained by the Debtor under this Agreement, and the Debtor hereby appoints the Lender as its attorney-in-fact with power to demand, receive and give receipts for all monies payable thereunder, to execute in the name of the Debtor or the Lender or both any proof of loss, notice, draft, or other Loan instruments or documents in connection with such policies or any loss thereunder, and generally to do and perform any and all acts as the Debtor but for this power of attorney, might or could perform.
(f) The Debtor shall permit the Lender, through its authorized employees, agents and representatives, to inspect and examine the Collateral and the books, accounts, records, ledgers and assets of every kind and description of the Debtor with respect thereto.
(g) The Debtor shall pay or deposit promptly when due all sales, use, excise, personal property, income withholding corporate, franchise, and other taxes, assessments and governmental charges upon or relating to its ownership or use of any of the Collateral and shall submit to the Lender proof satisfactory to the Lender that such payments and/or deposits have been made upon request.
(h) The Debtor authorizes the Lender to file financing statements describing the Collateral in such public offices as Lender may require, without Debtor’s signature. Said financing statements may describe the personal property set forth herein (i) by specific or general description, (ii) by collateral classification or category, (iii) by general reference to all of Debtor’s assets, or (iv) by such other manner as Lender may elect. If the law of the jurisdiction in which such instruments are filed requires Debtor’s signature, Debtor agrees to sign such financing statements, continuation statements, or other security agreements Lender may require. In addition, the Debtor shall, at any time and from time to time upon request of the Lender, execute and deliver to the Lender, in form and substance satisfactory to the Lender, such documents as Lender shall deem necessary or desirable to perfect or maintain perfected the security interest of the Lender in the Collateral or which may be necessary to comply with the law of the Commonwealth of Pennsylvania, or the law of any other jurisdiction in which Debtor was formed or in which the Debtor may then be conducting business, or in which Debtor’s principal residence or chief executive office is located, or in which any of the Collateral may be located. Debtor hereby ratifies all financing statements filed by Lender prior to Debtor’s execution hereof.
(i) The Debtor shall pay any and all Costs and Expenses within thirty (30) days after written notice from Lender and submit to the Lender proof satisfactory to the Lender that such payment(s) have been made, or reimburse the Lender therefor.
(j) The Debtor, without first obtaining the prior written consent and approval of the Lender, will not sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions), any of its assets (whether now owned or hereafter acquired) except in the ordinary course of business.
(k) If and to the extent that Equipment is part of the Collateral:
(i) All Equipment now owned is and all Equipment acquired in the future will be, in the possession of the Debtor at the Debtor’s Address. If such locations(s) is/are not owned by the Debtor, of if any of the Equipment is or shall be affixed to any real estate, including any buildings owned or leased by the Debtor in the operation of its business, the Debtor shall provide the Lender with waivers necessary to make the security interest in the Equipment valid against the Debtor and other persons holding an interest in such real estate. The Debtor shall notify the Lender at least thirty (30) days prior to any change of any location where any of the Equipment is or may be kept.
(ii) The Debtor shall keep and maintain all Equipment in good operating condition and repair and make all necessary repairs thereto and replace parts thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved; and the Debtor shall keep complete and accurate books and records with respect to all Equipment, including maintenance records.
(iii) The Debtor shall deliver to the Lender any and all evidence of ownership and certificates of origin and/or title to any and all of the Equipment.
(iv) The Debtor shall not, without the prior written consent of the Lender, sell, offer to sell, lease, offer to lease, or in any other manner dispose of any of the Equipment.
(l) If and to the extent that Inventory is part of the Collateral:
(i) All Inventory now owned is and all Inventory acquired in the future will be, in the possession of the Debtor at the Debtor’s Address, and all records of the Debtor pertaining thereto are and will be kept at such address. The Debtor shall notify the Lender at least thirty (30) days prior to any change of any location where any of the Inventory is or may be kept.
(ii) The Debtor shall not sell, lease, or otherwise transfer any interest in the Inventory, except that the Debtor may, until the occurrence of an Event of Default, hold, possess, sell, use, or consume Inventory in the ordinary course of the Debtor’s business, excluding however, any sale or transfer made in partial or total satisfaction of a debt.
(iii) The Debtor shall keep current stock, cost and sales records of the Inventory, accurately itemizing and describing the types and quantities of Inventory, and the cost and selling price thereof; and all books, records, and documents relating to the Inventory are and will be genuine, complete and correct.
(iv) None of the Inventory is, or at any time or times hereafter will be, stored with a bailee without the prior written consent of the Lender.
(v) The Debtor shall, at the Lender’s request, deliver to the Lender any and all evidence of ownership of, certificates of origin and/or title to, or other documents evidencing any interest in any and all of the Inventory.
(m) If Chattel Paper, Instruments and/or Documents are part of the Collateral:
(i) The Lender shall be under no duty to (a) collect or protect the Chattel Paper, Instruments and/or Documents or any proceeds thereof or give any notice with respect thereto; (b) preserve the rights of the Debtor with respect to the Chattel Paper, Instruments and/or Documents against prior parties; (c) preserve rights against any parties to any Chattel Paper, Instruments and/or Documents; (d) sell or otherwise, realize upon the Chattel Paper, Instruments and/or Documents; or (e) seek payment from any particular source. Without limiting the generality of any of the foregoing, the Lender shall not be required to take any action in connection with any conversion, call, redemption, retirement, or any other event relating to any of the Chattel Paper, Instruments and/or Documents.
(ii) Debtor shall cause any Chattel Paper which arises from the sale of Debtor’s inventory to contain a legend in a form satisfactory to Lender, indicating Lender’s security interest.
(n) If and to the extent that Accounts are a part of the Collateral:
(i) The Debtor has no other places of business except at Debtor’s Address. All records pertaining to the Accounts (including, but not limited to, computer records) and all returns of Inventory are kept at Debtor’s Address; and the Debtor will notify the Lender at least thirty (30) days prior to any change in the address where records pertaining to Accounts or Inventory are kept.
(ii) All books, records and documents relating to any of the Accounts (including, but not limited to, computer records) are and will be genuine and in all respects what they purport to be; and the amount of each Accounts shown on the books and records of the Debtor and will be the correct amount actually owing for, or to be owing at maturity of, each of the Grantors Accounts.
(iiii) is andUntil the Lender directs otherwise, the Debtor shall collect the Accounts, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially directions and of record, control of the Pledged Securities indicated on Schedule II as owned Lender at all times. Any proceeds of Accounts collected by such Grantor, (ii) holds the same free and clear Debtor after an Event of all Liens, Default shall not be co-mingled with other than Liens permitted pursuant to Section 6.02 funds of the Credit Agreement Debtor and transfers made shall at the Lender’s request be immediately delivered to the Lender in compliance with the Credit Agreementform received except for necessary endorsements to permit collection. The Lender in its sole discretion may allow the Debtor to use such proceeds to such extent and for such periods, (iii) will make no further assignmentif any, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, as the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and Lender elects.
(iv) will defend its title or interest thereto or therein against any and all Liens The Debtor shall, at the Lender’s request, furnish to the Lender within thirty (other than 30) days after the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 end of the Credit Agreement), however arising, each calendar month an aged analysis of all Persons whomsoever;outstanding Accounts, in form and substance satisfactory to the Lender.
(dv) except for restrictions and limitations imposed by The Debtor shall provide the Loan Documents or securities laws generallyLender, at the Pledged Equity Interests andLender’s request, with copies of all invoices relating to the extent issued by Holdings Accounts, evidence of shipment or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignabledelivery of Inventory, and none of such further information as the Pledged Equity Interests andLender may require, all in form satisfactory to the extent issued Lender.
(o) The Debtor will not change its fiscal years or accounting and/or depreciation methods.
(p) The Debtor will not change its state of incorporation, formation or, organization.
(q) During the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse five year period prior to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities Debtor’s chief executive office and all of the Collateral were located solely in the Commonwealth of Pennsylvania.
(r) Debtor will not change its state organizational identification number or federal taxpayer identification number, or the location of its chief executive office or principal residence.
(s) If Letter of Credit Rights are delivered part of the Collateral, Debtor shall provide Lender with the consent of the issuer of the letter of credit to Lender’s security interest.
(t) If Deposit Accounts are part of the Administrative Agent Collateral, Debtor shall provide Lender with a control agreement, in accordance form and content satisfactory to Lender, signed by Debtor, Lender and such depository institution.
(u) If property held by a bailee is part of the Collateral, Debtor shall provide Lender with this Agreementan acknowledgment, signed by the Administrative Agent will obtain a legalbailee, valid and perfected lien upon and of Lender’s security interest in such Pledged Securitiesproperty in bailee’s possession.
(v) If Debtor acquires any commercial tort claims after the date of this Agreement, free of any adverse claimsDebtor shall immediately notify Lender, under the New York UCC and shall execute an amendment to the extent this agreement and such lien additional documents as Lender may require to create and perfect a security interest may be created and perfected under the New York UCC, as security for the payment and performance in such commercial tort claim in favor of the Secured ObligationsLender.
Appears in 4 contracts
Samples: Loan Agreement (Ocean Thermal Energy Corp), Loan Agreement (Ocean Thermal Energy Corp), Loan Agreement (Ocean Thermal Energy Corp)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit AgreementPermitted Encumbrances, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreement, Permitted Encumbrances and (iv) will defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Encumbrances), however arising, of all Persons whomsoeverPersons;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Dex Media Inc), Guarantee and Collateral Agreement (Dex Media International Inc), Guarantee and Collateral Agreement (Dex Media West LLC)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) I includes all the Equity Interests owned by such Grantor required to be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and Guarantee Requirement and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities issued by the Parent Borrower or a Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) and, in the case of such Pledged Equity InterestsEquity, are fully paid and nonassessable nonassessable, and (ii) in the case of such Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity and Pledged Debt indicated on Schedule II as owned by such GrantorI, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if requested by the Collateral Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed or permitted by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate, limited liability company or limited partnership powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate, limited liability company or contemplated; andlimited partnership action or other organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any upon delivery of the Pledged Certificated Securities are delivered to the Administrative Agent in accordance with this AgreementAgreement to and continued possession by the Collateral Agent in the State of New York, the Administrative Collateral Agent for the benefit of the Secured Parties will obtain have a legal, valid and perfected lien upon and security interest in the Pledged Securities evidenced by such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Certificated Securities as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of a secured party in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 4 contracts
Samples: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (PF2 SpinCo LLC), Security Agreement (Change Healthcare Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in the Borrower or any Subsidiary (other than any Excluded Equity Interests as of the Effective Date) and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGrantor required to be delivered pursuant to Section 2.02;
(b) the Pledged Equity Interests and the Pledged Debt Securities Securities, to the extent issued by a Subsidiary, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable (to the extent such concepts are applicable) and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, a Grantor are made to the knowledge of the Grantors, having made no independent inquiry;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, or as otherwise permitted by the Loan Documents, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations;
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with written instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity Interests hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests; and
(h) other than as set forth in the Credit Agreement, no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).
Appears in 4 contracts
Samples: Credit Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor of Subsidiaries (and (iiwith respect to Foreign Subsidiaries 65% of the voting Equity Interest of Foreign Subsidiaries) and all the Pledged Debt Securities owned by such Grantordebt securities and promissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, to the best knowledge of the relevant Grantors, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Liens permitted pursuant to by Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement and Liens permitted pursuant to by Section 6.02 4.12 of the Credit Agreement Indenture and assignments and transfers made in compliance with permitted under Section 4.10 of the Credit AgreementIndenture, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents and Liens permitted pursuant to by Section 6.02 4.12 of the Credit AgreementIndenture), however however, arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Notes Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Indenture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue the Emergence Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Notes Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any of the execution and delivery by Grantors or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any of the Grantors or its assets, or give rise to a right thereunder to require any payment to be made by any of the Grantors, and (d) will not result in the creation or imposition of any Lien on any asset of any of the Grantors, except Liens created under the Notes Documents and other Liens permitted under Section 4.12 of the Indenture.
(g) this AgreementAgreement is effective to create in favor of the Collateral Agent, when any Pledged Securities are delivered to for the Administrative Agent in accordance with this Agreementbenefit of the Secured Parties, the Administrative Agent will obtain a legal, valid and perfected lien upon and enforceable security interest in such Pledged Securitiesthe Collateral; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 4 contracts
Samples: Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding shares (or units or other comparable measure) of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by any Loan Document and Liens permitted pursuant to by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by any Loan Document, Liens permitted pursuant to by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, Agreement and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other any Loan Documents Document and Liens permitted pursuant to by Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; provided that nothing in this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is (x) in the good faith determination of its Board of Directors, desirable in the conduct of its business and (y) permitted by the Credit Agreement;
(d) except for restrictions and limitations imposed by (i) the Loan Documents or Documents, (ii) securities laws generallygenerally or (iii) customary provisions in joint venture agreements relating to purchase options, rights of first refusal, tag, drag, call or similar rights of a third party that owns Equity Interests in such joint venture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) subject to clauses (c) and (d) of this Section 3.03, by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth in this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (United Surgical Partners International Inc)
Representations, Warranties and Covenants. The Grantors Holdings IV (with respect to those representations, warranties and covenants regarding Pledged Equity), Holdings V, SigmaTel and the Issuer jointly and severally represent, warrant and covenant covenant, as to themselves and the other Grantors, to and with the Administrative Notes Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such Grantorrequirements set forth in the Indenture and the other Collateral Documents relating to the Notes;
(b) the Pledged Equity Interests and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings III or a subsidiary of Holdings III, to the best of Holdings V’s and the Pledged Debt Securities Issuer’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than Holdings III or a subsidiary of Holdings III, to the best of Holdings V’s and the Issuer’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Senior Credit AgreementAgreement and the Notes Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by this Agreement and the other Collateral Documents relating to the Notes and (B) Liens expressly permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by this Agreement and the other Notes Documents and (B) Liens expressly permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Notes Documents, the other First Lien Debt Documents or the Second Lien Facility Documents (as defined in the Senior Credit Agreement) or securities laws generallygenerally and except as described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Notes Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to and held by or on behalf of the Administrative Notes Collateral Agent in accordance with this Agreement, the Administrative Notes Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations; and
(h) the pledge effected hereby is effective to vest in the Notes Collateral Agent, for the benefit of the Secured Parties, the rights of the Notes Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 4 contracts
Samples: Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Representations, Warranties and Covenants. The Grantors jointly (a) CSWI represents and severally representwarrants, warrant and covenant covenants as to and with time periods after the Administrative Agent, for the benefit of the Secured Partiesdate hereof as set forth in Section 3.01(a)(ii), that:
(a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all it has examined (A) the Equity Interests owned by such Grantor in any Subsidiary Tax Opinion, and (B) the percentage of Representation Letters (the issued foregoing (A) and outstanding units of each class of (B), collectively, the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and “Tax Materials”);
(ii) the facts presented and the representations made in the Tax Materials, to the extent descriptive of CSWI and its Subsidiaries (including the business purposes for the Contribution and Share Distribution, to the extent that they relate to CSWI and its Subsidiaries, and the plans, proposals, intentions, policies and covenants of CSWI and its Subsidiaries) are, and will be through and including the Distribution Date, and thereafter as relevant, true, correct, and complete in all respects; and
(iii) neither it nor any of its Subsidiaries has any plan or intention to take any action that is inconsistent with any of the Pledged Debt Securities owned representations or covenants made by such Grantor;them in the Tax Materials.
(b) Capital Southwest hereby represents and warrants, and covenants as to time periods after the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and date hereof as set forth in Section 3.01(b)(ii), that:
(i) in it has examined the case of Pledged Equity Interests, are fully paid and nonassessable and Tax Materials;
(ii) in the case of Pledged Debt Securities, are legal, valid it has delivered complete and binding obligations accurate copies of the issuers thereofTax Materials to CSWI, except and the facts presented and the representations made therein, to the extent descriptive of Capital Southwest and its Subsidiaries (other than CSWI and its Subsidiaries) (including the business purposes for the Contribution and Share Distribution, to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder Capital Southwest and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens Subsidiaries (other than the Liens created by this Agreement CSWI and its Subsidiaries), and the plans, proposals, intentions, policies and covenants of Capital Southwest and its Subsidiaries (other Loan Documents than CSWI and Liens permitted pursuant to Section 6.02 of the Credit Agreementits Subsidiaries), however arisingare, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable through and assignableincluding the Distribution Date, and none of the Pledged Equity Interests andthereafter as relevant, to the extent issued the Parent Borrower or any Subsidiarytrue, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect correct and complete in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplatedall respects; and
(fiii) by virtue neither it, nor any of its Subsidiaries (other than CSWI and its Subsidiaries) has any plan or intention to take any action that is inconsistent with any of the execution and delivery representations or covenants made by them in the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured ObligationsTax Materials.
Appears in 4 contracts
Samples: Tax Matters Agreement (Capital Southwest Corp), Tax Matters Agreement (CSW Industrials, Inc.), Tax Matters Agreement (CSW Industrials, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantorterms of this Agreement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock issued by a corporation, are fully paid and nonassessable and non-assessable, (ii) in the case of Pledged Debt Securities, other than Pledged Debt Securities issued by a Loan Party or any other Subsidiary, to the knowledge of the Grantor pledging any such Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to thereof and (iii) in the extent that enforceability case of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower Loan Party or any other Subsidiary, are made to the knowledge legal, valid and binding obligations of the Grantorsissuer thereof;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) Grantor is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct ownerdirect, beneficially beneficial and of record, record owner of the Pledged Securities indicated listed on Schedule II as owned by such Grantor, Grantor and each Grantor (iii) holds the same Pledged Securities free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iiiii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, on the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreement, Permitted Liens and (iviii) will defend its title to or interest thereto or therein in the Pledged Collateral against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverPersons;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallyDocuments, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignableassignable (subject to restrictions imposed under applicable law), and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary for the pledge effected hereby to be valid (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured ObligationsParties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Representations, Warranties and Covenants. The Grantors Holdings and the Borrower jointly and severally represent, warrant and covenant covenant, as to themselves and the other Grantors, to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement;
(b) the Pledged Equity Interests and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Borrower or a subsidiary of the Borrower, to the best of Holdings’ and the Pledged Debt Securities Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than the Borrower or a subsidiary of the Borrower, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally and except as described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations, to the extent such perfection is governed by the Uniform Commercial Code; and
(h) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein.
Appears in 4 contracts
Samples: Credit Agreement, Pledge and Security Agreement, Amendment and Restatement Agreement (Sabre Corp)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and Guarantee Requirement, or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 3.02(b);
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary, or any Qualified CFC Holding Company) are delivered to the Administrative Agent Agent, for the ratable benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledged Securities is filed in the appropriate filing office, the Administrative Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Securities under the New York UCC, subject only to Permitted Liens, as security for the payment and performance of the Secured Obligations;
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and agrees to transfer record ownership of the securities issued by it in connection with any request by the Administrative Agent; and
(i) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar agreement) or partnership agreement of any Subsidiary of any Loan Party whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to not constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Loan Party shall have first delivered 30 days written notice to the Administrative Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Administrative Agent to maintain the security interest of the Administrative Agent therein as a valid, perfected, first priority security interest (subject to Permitted Liens).
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement, Credit Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Credit Party represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged (other than Excluded Equity Interests Interests) owned by such Grantor Credit Party as of the Closing Date and all promissory notes or instruments evidencing Indebtedness for borrowed money (iiother than Excluded Instruments) all the Pledged Debt Securities owned by such GrantorCredit Party on the Closing Date;
(bi) the The Pledged Equity Interests and the Pledged Debt Securities have Collateral has, in each case, been duly and validly authorized and issued by the issuers thereof and thereof, (iii) in the case of Pledged Equity Interests, Securities are fully paid and nonassessable and (iiiii) in the case of Pledged Debt Securities, Securities are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing; provided provided, that the foregoing representations, insofar as they relate with respect to the any Pledged Debt Securities or Pledges Equity Securities issued by a Person other than the Parent Borrower or any SubsidiarySubsidiary thereof, the foregoing representations are made to the knowledge of the GrantorsCredit Parties;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors such Credit Party (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, beneficial owner of the Pledged Securities Collateral indicated on Schedule II I as owned by such GrantorCredit Party, (ii) holds the same free and clear of all Liens, other than the security interests granted hereunder and other than Permitted Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make has made no further assignment, pledge, hypothecation or transfer of, or create created or permit permitted to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the transactions contemplated hereby and other transactions permitted by the Credit Agreement and transfers made other than Liens granted hereunder and other than Permitted Liens;
(d) other than as permitted in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Credit Documents or securities laws generallyunder applicable law generally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect prohibits the pledge of such Pledged Collateral Equity Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the Grantors has pledge effected hereby (other than such as have been obtained and are in full force and effect), except for any such consent or approval with respect to which the power and authority failure to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplatedbe obtained would not reasonably be expected to have a Material Adverse Effect; and
(f) by virtue as of the execution and delivery by Closing Date, the Grantors Credit Parties have caused certificates in respect of this Agreement, when any all of the Pledged Equity Securities are to be delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC pursuant to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured ObligationsSection 2.02.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Lannett Co Inc), Pledge and Security Agreement (Lannett Co Inc), Credit and Guaranty Agreement (Lannett Co Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II 4.1 correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Securities and includes all Equity Interests Interests, debt securities and promissory notes legally or beneficially owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests Securities and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsSecurities, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, and will continue to be the direct owner, beneficially and of record, of the Pledged Securities Collateral indicated on Schedule II 4.1 as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreementor Permitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreement, or Permitted Liens and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however however, arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Transaction Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law charter or other organizational document bylaw provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are Collateral is delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Collateral as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 3 contracts
Samples: Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.)
Representations, Warranties and Covenants. The Grantors Pledgors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorStock;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, Liens (other than Liens permitted pursuant to described in clauses (a) and (e) of Section 6.02 7.03 of the Credit Agreement and transfers made in compliance with the Credit Agreement), (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to created by this Agreement and Liens described in clauses (a) and (e) of Section 6.02 7.03 of the Credit Agreement Agreement, and transfers made in compliance with the Credit Agreement, and (iv) subject to Sections 3.02 and 3.06, will defend its title or interest thereto or therein against cause any and all Liens (other than Pledged Collateral, whether for value paid by the Liens created by this Agreement Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Credit Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgors (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement and Liens described in clauses (a) and (e) of Section 7.03 of the Credit Agreement), however arising, of all Persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first-priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 3 contracts
Samples: Credit Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc), Collateral and Guaranty Agreement (Compass Minerals International Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock issued by a corporation, are fully paid and nonassessable and nonassessable, (ii) in the case of Pledged Debt Securities other than Pledged Debt Securities issued by Parent, any Borrower or any other Subsidiary, to the knowledge of the Grantor pledging any such Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to thereof and (iii) in the extent that enforceability case of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Parent, any Borrower or any other Subsidiary, are made to the knowledge legal, valid and binding obligations of the Grantorsissuer thereof;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreement, Permitted Liens and (iv) will defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverPersons;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallyDocuments, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignableassignable (subject to restrictions imposed under applicable law), and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Dennys Corp), Credit Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) in all the Equity Interests owned by such Grantor in any Subsidiary and material respects the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06 and the terms of the Intercreditor Agreement, will defend its title or interest thereto or therein against cause any and all Liens Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Agent (other than or, prior to the Liens created by this Agreement and Discharge of First Lien Obligations, to the other Loan Documents and Liens permitted pursuant to Section 6.02 First Lien Collateral Agent, acting as a gratuitous bailee of the Credit Agreement), however arising, of all Persons whomsoeverCollateral Agent) and pledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect or those that, if not obtained, could not reasonably be expected to result in a Material Adverse Effect,);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority (subject to the Intercreditor Agreement) lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 3 contracts
Samples: Second Lien Guarantee and Collateral Agreement (STR Holdings LLC), Second Lien Guarantee and Collateral Agreement (STR Holdings (New) LLC), Second Lien Guarantee and Collateral Agreement (STR Holdings, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) in all the Equity Interests owned by such Grantor in any Subsidiary and material respects the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens (other than Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Liens created by this Agreement Collateral Agent and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect or those that, if not obtained, could not reasonably be expected to result in a Material Adverse Effect, );
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 3 contracts
Samples: First Lien Credit Agreement (STR Holdings, Inc.), First Lien Credit Agreement (STR Holdings (New) LLC), First Lien Credit Agreement (STR Holdings LLC)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor required to be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and Guarantee Requirement and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities issued by the Borrower or a Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) and, in the case of the Pledged Equity InterestsEquity, are fully paid and nonassessable (to the extent such concept is applicable), and (ii) in the case of the Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity and Pledged Debt indicated on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if requested by the Collateral Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generallygenerally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, by-law charter or other organizational document bylaw provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate, limited liability company or limited partnership powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate, limited liability company or contemplated; andlimited partnership action or other organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Certificated Securities are delivered to the Administrative Agent in accordance with this AgreementAgreement to and continued possession by the Collateral Agent in the State of New York, the Administrative Collateral Agent will obtain for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of a secured party in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Alight Inc. / DE), Security Agreement (Alight Inc. / DE)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the ratable benefit of the Indenture Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Pledged Equity Interests owned by such Grantor and Collateral Requirement, or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 2.02(b);
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Issuer or an Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Issuer or an Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement Indenture and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Noteholder Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Indenture, and except for restrictions and limitations imposed by the Loan Noteholder Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Indenture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Indenture, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this AgreementAgreement and the Foreign Pledge Agreements, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary, any Qualified CPC Holding Company or any foreign stock covered by a Foreign Pledge Agreement) are subject to the Intercreditor Agreements, delivered to the Administrative Agent Collateral Agent, for the ratable benefit of the Indenture Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledged Securities is filed in the appropriate filing office, the Administrative Collateral Agent will obtain obtain, for the ratable benefit of the Indenture Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected ’ under the New York UCC, subject only to Permitted Liens, as security for the payment and performance of the Secured Notes Obligations;
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and agrees to transfer record ownership of the securities issued by it in connection with any request by the Collateral Agent; and
(i) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar agreement) or partnership agreement of any Subsidiary of any Pledgor whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to not constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Pledgor shall have first delivered 30 days written notice to the Collateral Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Collateral Agent to maintain the security interest of the Collateral Agent therein as a valid, perfected, first priority security interest.
Appears in 3 contracts
Samples: Collateral Agreement, Collateral Agreement (Claires Stores Inc), Collateral Agreement (Claires Stores Inc)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list(and, with respect to each Grantorany Pledged Stock issued by an issuer that is not a subsidiary of the Borrower, correctly sets forth, to the knowledge of (i) all the Equity Interests owned by such Grantor in any Subsidiary and relevant Pledgor), as of the Closing Date, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes (i) all Equity Interests owned by such Grantor pledged hereunder and (ii) all the Pledged Debt Securities owned by such Grantordebt obligations and promissory notes or instruments evidencing Indebtedness, in each case under this clause (ii) pledged hereunder and in an aggregate principal amount in excess of $10,000,000;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (and, with respect to any Pledged Stock or Pledged Debt issued by an issuer that is not a subsidiary of the Borrower, to the knowledge of the relevant Pledgor), as of the Closing Date, (x) have been duly and validly authorized and issued by the issuers thereof and (y)
(i) in the case of Pledged Equity InterestsStock, are fully paid and and, with respect to Equity Interests constituting capital stock of a corporation, nonassessable and (ii) in the case of Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under (or otherwise not prohibited by the Credit Agreement Documents or any other Loan DocumentsOther First Lien Agreement), each of the Grantors Pledgor (i) is and, subject to any transfers made not in compliance with violation of the Credit Agreement or any Other First Lien Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II (as may be supplemented from time to time pursuant to Section 2.02(c)) as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction not prohibited by the Credit Agreement or any Other First Lien Agreement and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Credit Agreement Documents and any Other First Lien Agreement to Dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or any Other First Lien Agreement, and except for restrictions and limitations imposed by the Loan Documents Credit Agreement Documents, any Other First Lien Agreements or securities laws generallygenerally or otherwise not prohibited by the Credit Agreement or any Other First Lien Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition Disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement, as of the Closing Date, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (or the transfer of the Pledged Securities upon a foreclosure thereof (other than compliance with any securities law applicable to the transfer of securities)), in each case other than such as have been obtained and are in full force and effect;
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary) are delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement naming the Collateral Agent as the secured party and covering the Pledged Collateral to which such Pledged Securities relate is filed in the appropriate filing office, the Administrative Collateral Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Collateral under the New York UCC, subject only to Permitted Liens, as security for the payment and performance of the Secured Obligations, to the extent such perfection is governed by the Uniform Commercial Code of any applicable jurisdiction; and
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and, subject to the terms of any applicable Intercreditor Agreement, agrees to transfer record ownership of the securities issued by it in connection with any request by the Collateral Agent if an Event of Default has occurred and is continuing.
Appears in 3 contracts
Samples: Collateral Agreement, Collateral Agreement (ADT, Inc.), Collateral Agreement (ADT, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) in all the Equity Interests owned by such Grantor in any Subsidiary and material respects the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06 and the terms of the Intercreditor Agreement, will defend its title or interest thereto or therein against cause any and all Liens Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Agent (other than or, prior to the Liens created by this Agreement and Discharge of First Lien Obligations, to the other Loan Documents and Liens permitted pursuant to Section 6.02 First Lien Collateral Agent, acting as a gratuitous bailee of the Credit Agreement), however arising, of all Persons whomsoeverCollateral Agent) and pledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect or those that, if not obtained, could not reasonably be expected to result in a Material Adverse Effect, );
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as a gratuitous bailee of the Collateral Agent) in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority (subject to the Intercreditor Agreement) lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (STR Holdings (New) LLC), Second Lien Credit Agreement (STR Holdings LLC), Second Lien Credit Agreement (STR Holdings, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) in all the Equity Interests owned by such Grantor in any Subsidiary and material respects the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i1) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens (other than Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Liens created by this Agreement Collateral Agent and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect or those that, if not obtained, could not reasonably be expected to result in a Material Adverse Effect,);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, legal valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 3 contracts
Samples: First Lien Guarantee and Collateral Agreement (STR Holdings, Inc.), First Lien Guarantee and Collateral Agreement (STR Holdings LLC), First Lien Guarantee and Collateral Agreement (STR Holdings (New) LLC)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens Pledged Collateral (other than the Liens created by this Agreement Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementUncertificated Partnership Interests), however arisingwhether for value paid by such Grantor or otherwise, of all Persons whomsoeverto be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when (i) any Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) are delivered to the Administrative Collateral Agent in accordance with this Agreement, and (ii) the Administrative issuer of any Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests, as applicable, the relevant Grantor and the Collateral Agent have executed an agreement described in Section 3.02(c), the Collateral Agent will obtain a legal, valid and perfected first-priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such lien and security interest may be created and perfected under the New York UCCinterest, as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Terex Corp), Guarantee and Collateral Agreement (Terex Corp), Guarantee and Collateral Agreement (Terex Corp)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents and severally represent, warrant warrants (but solely to the extent (and covenant at the times) required by the Credit Agreement) and covenants to and with the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, Parties that:
(a1) Schedule I correctly sets forth, as of the Effective Closing Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (ia) all of the Equity Interests Pledged Stock owned by such Grantor in any Subsidiary on the Closing Date and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Equity Interests owned by such Grantor Stock and (iib) all of the Pledged Debt Securities owned by such GrantorGrantor on the Closing Date;
(b2) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of any Grantor, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (ia) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable non-assessable (to the extent such concepts are applicable to such Pledged Stock and other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (iib) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of any Grantor, to the best of each Grantor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c3) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Grantor:
(ia) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such Grantor, ;
(iib) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, Permitted Liens;
(iiic) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with other than Permitted Liens; and
(d) subject to the Credit Agreementrights of such Grantor under the Loan Documents to dispose of Pledged Collateral, and (iv) will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d4) other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Stock (other than Pledged Debt Securities are Stock that is partnership interests) is and will continue to be freely transferable and assignable, and and, except for limitations existing on the Closing Date (or the date of acquisition thereof, as applicable) in the articles or certificate of incorporation, bylaws or other organizational documents of any Subsidiary that is not a wholly owned Subsidiary, none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might reasonably be expected to prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties affect, in any material respect respect, the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e5) each of the Grantors Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f6) by virtue other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the execution pledge effected hereby (other than such as have been obtained and delivery by are in full force and effect);
(7) as of the Grantors Closing Date, this Agreement is effective to create in favor of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, (for the Administrative Agent will obtain ratable benefit of the Secured Parties) a legal, valid and perfected lien upon and enforceable security interest in such the Pledged SecuritiesCollateral described herein and proceeds thereof;
(8) Each Grantor acknowledges and agrees that, free of any adverse claims, under the New York UCC to the extent any interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 3.01 is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such lien interest shall be represented by a certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership Controlled on or after the Closing Date by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such election and such interest is thereafter represented by a certificate that, subject to any applicable Intercreditor Agreement(s), within 60 days after such election (or at such later date as the Administrative Agent may agree), is delivered to the Collateral Agent pursuant to the terms hereof; and
(9) Notwithstanding anything to the contrary in any Loan Document, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect or maintain any security interest may be created and perfected under (or the New York UCC, as security for the payment and performance priority thereof) in favor of the Secured ObligationsCollateral Agent in the Pledged Collateral, the representations, warranties and covenants made by any Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (including Section 3.02) shall be deemed not to apply to such excluded assets.
Appears in 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement, Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.), Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC)
Representations, Warranties and Covenants. The Grantors jointly Each Pledgor represents and severally representwarrants to, warrant and covenant to and with covenants with, the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Equity Interests owned by such Grantor Stock and (ii) includes all the Pledged Debt Securities owned by such Grantordebt securities and promissory notes or instruments evidencing Indebtedness required to be delivered pursuant to Section 2.02(b);
(b) the Pledged Equity Interests and Stock, to the Pledged Debt Securities best of each Pledgor’s knowledge, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder (and under any other Loan Documentsthose securing First-Priority Lien Obligations), each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Term Loan Agreement and each other Credit AgreementDocument, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the a transaction not prohibited by any Credit Agreement Document and transfers made in compliance with the Credit Agreementother than Permitted Liens, and (iv) subject to the rights of such Pledgor under the Credit Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Term Loan Agreement or the schedules thereto, in the other Credit Documents or in the First-Priority Lien Obligations Documents and except for restrictions and limitations imposed by the Loan Credit Documents, the First-Priority Lien Obligations Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Term Loan Agreement or the schedules thereto, in the other Credit Documents or in the First-Priority Lien Obligations Documents, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement and the Senior Lien Intercreditor Agreement, when any Pledged Securities are delivered to the Administrative Agent Applicable Agent, for the benefit of the Secured Parties, in accordance with this Agreement and the Senior Lien Intercreditor Agreement, and a financing statement in respect of the Administrative Pledged Securities is filed in the appropriate filing office, the Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected (except for any Equity Interests with respect to which, in the reasonable judgment of the Applicable Agent and the Borrower evidenced in writing delivered to the Agent, the costs or other consequences of perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom) lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC subject only to the extent such lien and security interest may be created and perfected under the New York UCCPermitted Liens, as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Agent, for the benefit of the Secured ObligationsParties, the rights of the Agent in the Pledged Collateral as set forth herein.
Appears in 3 contracts
Samples: Collateral Agreement (MBOW Four Star, L.L.C.), Term Loan Agreement (MBOW Four Star, L.L.C.), Collateral Agreement (MBOW Four Star, L.L.C.)
Representations, Warranties and Covenants. The Grantors Holdings and the Company jointly and severally represent, warrant and covenant covenant, as to themselves and the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in accordance with the Pledged Debt Securities owned by such Grantorterms of the Indenture;
(b) the Pledged Equity Interests and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Company or a subsidiary of the Company, to the best of Holdings’ and the Pledged Debt Securities Company’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than the Company or a subsidiary of the Company, to the best of Holdings’ and the Company’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Security Documents and (B) Liens permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Security Documents and (B) Liens permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Indenture or the Security Documents or securities laws generallygenerally and except as described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations, to the extent such perfection is governed by the Uniform Commercial Code subject to Liens permitted pursuant to Section 4.12 of the Indenture; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and Guarantee Requirement, or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 3.02(b);
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this AgreementAgreement and the Foreign Pledge Agreements, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary, any Qualified CFC Holding Company or any foreign stock covered by a Foreign Pledge Agreement) are delivered to the Administrative Agent Agent, for the ratable benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledged Securities is filed in the appropriate filing office, the Administrative Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Securities under the New York UCC, subject only to Permitted Liens, as security for the payment and performance of the Secured Obligations;
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and agrees to transfer record ownership of the securities issued by it in connection with any request by the Administrative Agent; and
(i) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar agreement) or partnership agreement of any Subsidiary of any Loan Party whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to not constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Loan Party shall have first delivered 30 days written notice to the Administrative Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Administrative Agent to maintain the security interest of the Administrative Agent therein as a valid, perfected, first priority security interest.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II as provided by the Grantors hereunder correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes the Equity Interests owned in all Domestic Subsidiaries and Significant Foreign Subsidiaries required to be pledged by such Grantor hereunder in order to satisfy the Collateral and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and the Pledged Debt Securities have Stock has been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is and, subject to any consolidations, dissolutions, mergers, or other transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Stock indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement created by this Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement created by this Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Encumbrances), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged organizational documents of the Person the Equity Interests and, to of which are part of the extent issued by Holdings Collateral or any Subsidiaryapplicable law, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, or charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors such Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors such Grantor of this Agreement, when any Pledged Securities are Stock is delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Stock as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Collateral as set forth herein.
(i) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of such Grantor, is correct and complete as of the Effective Date. The Uniform Commercial Code financing statements prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in the office specified in the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Effective Date in the case of filings, recordings or registrations required by Sections 5.03(b) and 5.12 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of the Collateral in which a security interest may be perfected by filing in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing or refiling is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.
(j) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a) of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by a Financial Officer and the Secretary of the Borrower complying with the provisions of Section 5.03(b) of the Credit Agreement.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Blockbuster Inc), Guarantee and Collateral Agreement (Blockbuster Inc)
Representations, Warranties and Covenants. The Grantors Each Grantor, jointly and severally representseverally, warrant represents, warrants and covenant covenants, as to itself and the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) Schedule II sets forth, as of the Effective Date, Closing Date and as of each date on which a supplement to Schedule II sets forth is delivered pursuant to Section 2.02(c), a true and complete list, with respect to each Grantor, correct list of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests directly owned beneficially, or of record, by such Grantor specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Pledged Equity and (ii) all the Pledged Debt Securities owned by such GrantorGrantor (other than checks to be deposited in the ordinary course of business), including all Promissory Notes and Instruments required to be pledged hereunder;
(b) the Pledged Equity Interests issued by the Borrower, each other Grantor or their respective Subsidiaries and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than any Grantor or any of their respective Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests(other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable), are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than any Grantor or any of their respective Subsidiaries to the best of each Grantor’s knowledge), are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability applicable Debtor Relief Laws and general principles of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsequity;
(c) except for the security interests granted hereunder and under any other Loan Documents, each Each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of holds the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same Grantor free and clear of all Liens, other than (A) Liens created by the Collateral Documents and, subject to the ABL Intercreditor Agreement, the ABL Documents and (B) other Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iiiii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and the ABL Documents, subject to the ABL Intercreditor Agreement, and (B) other Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for (i) restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or by Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Equity hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity and perfection of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will (i) obtain a legal, valid and first-priority (subject only to any nonconsensual Liens permitted pursuant to Section 7.01 of the Credit Agreement and, subject to the ABL Intercreditor Agreement, Liens granted to the ABL Agent pursuant to the ABL Documents or to any other agent or trustee pursuant to any Permitted Refinancing of the Term Facility) perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations, (ii) have Control of such Pledged Securities and (iii) assuming that neither the Collateral Agent nor any of the Secured Parties have “notice of an adverse claim” (as defined in Section 8-105 of the UCC) with respect to such Pledged Securities at the time such Pledged Securities are delivered to the Collateral Agent, be a protected purchaser (within the meaning of Section 8-303 of the UCC) thereof;
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; and
(i) subject to the terms of this Agreement and to the extent permitted by applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Pledged Equity.
Appears in 2 contracts
Samples: Security Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true includes all Equity Interests, debt securities and complete list, with respect promissory notes required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and issued by the Pledged Debt Securities Borrower or a Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity indicated on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than Liens created by the Collateral Documents or permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if requested by the Collateral Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generallygenerally or (ii) described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate, limited liability or limited partnership powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate, limited liability or contemplated; andlimited partnership action or other organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Securities are delivered to and continued possession by the Administrative Collateral Agent in accordance with this Agreementthe State of New York, the Administrative Collateral Agent will obtain for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Security as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement and to the extent permitted by Applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in the Pledged Collateral (including the Equity Interests of Immaterial Subsidiaries), the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Credit Agreement (Summit Materials, LLC), Security Agreement (B&H Contracting, L.P.)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list(and, with respect to each Grantorany Pledged Stock issued by an issuer that is not a subsidiary of the Issuer, correctly sets forth, to the knowledge of (i) all the Equity Interests owned by such Grantor in any Subsidiary and relevant Pledgor), as of the Issue Date, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes (i) all Equity Interests owned by such Grantor pledged hereunder and (ii) all the Pledged Debt Securities owned by such Grantordebt obligations and promissory notes or instruments evidencing Indebtedness, in each case under this clause (ii) pledged hereunder and in an aggregate principal amount in excess of $10,000,000;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (and, with respect to any Pledged Stock or Pledged Debt issued by an issuer that is not a subsidiary of the Issuer, to the knowledge of the relevant Pledgor), as of the Issue Date, (x) have been duly and validly authorized and issued by the issuers thereof and (y) (i) in the case of Pledged Equity InterestsStock, are fully paid and and, with respect to Equity Interests constituting capital stock of a corporation, nonassessable and (ii) in the case of Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan (or otherwise not prohibited by the Notes Documents), each of the Grantors Pledgor (i) is and, subject to any transfers made not in compliance with violation of the Credit AgreementNotes Indenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II (as may be supplemented from time to time pursuant to Section 2.02(c)) as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction not prohibited by the Credit Agreement Notes Indenture and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Notes Documents to Dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Notes Indenture, and except for restrictions and limitations imposed by the Loan Notes Documents or securities laws generallygenerally or otherwise not prohibited by the Notes Indenture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition Disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Notes Indenture, as of the Issue Date, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (or the transfer of the Pledged Securities upon a foreclosure thereof (other than compliance with any securities law applicable to the transfer of securities)), in each case other than such as have been obtained and are in full force and effect;
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary) are delivered to the Administrative Applicable Possessory Collateral Agent (acting as gratuitous bailee for perfection purposes, pursuant to Section 5.5 of the First Lien/Second Lien Intercreditor Agreement or Section 2.09 of the Second Lien Intercreditor Agreement, as applicable, if the Applicable Possessory Collateral Agent is not the Collateral Agent), for the benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement naming the Collateral Agent as the secured party and covering the Pledged Collateral to which such Pledged Securities relate is filed in the appropriate filing office, the Administrative Collateral Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Collateral under the New York UCC, subject only to Permitted Liens, as security for the payment and performance of the Secured Obligations, to the extent such perfection is governed by the Uniform Commercial Code of any applicable jurisdiction; and
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and, subject to the terms of any applicable Intercreditor Agreement, agrees to transfer record ownership of the securities issued by it in connection with any request by the Collateral Agent if an Event of Default has occurred and is continuing.
Appears in 2 contracts
Samples: Collateral Agreement (Second Lien) (ADT, Inc.), Collateral Agreement (Second Lien) (ADT, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral Requirement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities issued by the Parent or any subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and nonassessable, (ii) in the case of Pledged Debt SecuritiesSecurities issued by the Parent or any subsidiary, are legal, valid and binding obligations of the issuers thereof and (iii) in the case of the Pledged Debt Securities issued by a Person other than the Parent or a subsidiary, to the applicable Grantor’s best knowledge, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementAgreements, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement created by this Agreement, Permitted Encumbrances and Liens and transfers made in compliance with the Credit AgreementAgreements, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement created by this Agreement, Permitted Encumbrances and Liens and transfers made in compliance with the Credit Agreement, Agreements and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents Permitted Encumbrances and Liens permitted pursuant to Section 6.02 of the Credit AgreementAgreements), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement and the Lien priorities set forth in the First Lien Intercreditor Agreement and any Intercreditor Agreement, when any Pledged Securities issued by an issuer organized under the laws of any of the States of the United States or the District of Columbia are delivered to the Administrative Collateral Agent in the State of New York in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first-priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc), Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative First Lien Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in the Borrower, any Intermediate Parent or any other Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities Collateral issued by a Person other than Holdings, any Intermediate Parent, the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the First Lien Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the First Lien Credit Agreement and transfers made in compliance with the First Lien Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the First Lien Credit Agreement and transfers made in compliance with the First Lien Credit Agreement, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the First Lien Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed or permitted by the Loan Documents Documents, Applicable Nuclear Laws or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings Holdings, any Intermediate Parent, the Borrower or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued by Holdings, any Intermediate Parent, the Parent Borrower or any Subsidiary, none of the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law agreement or other organizational document Organizational Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative First Lien Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative First Lien Collateral Agent in accordance with this Agreement, the Administrative First Lien Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the First Lien Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Term Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and and, in the case of corporate interests, nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities Collateral issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by or otherwise permitted by the Loan Documents (including pursuant to the ABL Loan Documents and any Liens permitted pursuant to Section 6.02 of the Credit Agreement) or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings the Borrower or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued by the Parent Borrower or any Subsidiary, none of the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law agreement or other organizational document Organizational Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Term Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities constituting certificated securities are delivered to the Administrative Term Collateral Agent in accordance with this Agreement, the Administrative Term Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the Term Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: Term Collateral Agreement (Installed Building Products, Inc.), Term Collateral Agreement (Builders FirstSource, Inc.)
Representations, Warranties and Covenants. The To induce the Secured Parties to enter into the applicable Financing Documents and to make their respective extensions of credit to the applicable Grantor thereunder, the Grantors jointly and severally representrepresent and warrant to and, warrant solely with respect to Section 3.03(c)(iii), Section 3.03(c)(iv), Section 3.03(d), Section 3.03(e)(ii) and Section 3.03(g) covenant to and with with, the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all on the Equity Interests owned by such Grantor in any Subsidiary and date hereof the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder (or otherwise permitted under the Credit Agreement) and under any permitted (if addressed therein or, otherwise, not prohibited) by the other Loan applicable Financing Documents), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit AgreementAgreement and the other applicable Financing Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Collateral indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementAgreement and the other applicable Financing Documents, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens (other than Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Liens created by this Agreement Collateral Trustee and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Financing Documents or securities laws generallygenerally and as do not violate the requirements of the applicable Financing Documents, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent Collateral Trustee of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Financing Documents), however arising, of all Persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Collateral Trustee in accordance with this Agreement, the Administrative Agent Collateral Trustee will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Trustee, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Trustee in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dynegy Inc.), Guarantee and Collateral Agreement (Dynegy Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Pledgor represents and severally representwarrants to, warrant and covenant to and with covenants with, the Administrative Collateral Agent, for the benefit of the Second-Priority Secured Parties, Parties that:
(a) Schedule II, as of the Effective Issue Date, Schedule II correctly (i) sets forth a true and complete list(and, with respect to each Grantorany Pledged Stock issued by an issuer that is not a subsidiary of the Issuer, to the knowledge of (ithe relevant Pledgor) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock as of the Pledged Equity Interests owned by such Grantor Issue Date and (ii) includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be pledged in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral Requirement or delivered pursuant to Section 2.02(b) as of the Issue Date;
(b) as of the Issue Date, the Pledged Equity Interests Stock and the Pledged Debt Securities (and, with respect to any Pledged Stock or Pledged Debt Securities issued by an issuer that is not a subsidiary of the Issuer, to the knowledge of the relevant Pledgor) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and and, with respect to Equity Interests constituting capital stock of a corporation, nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing);
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made not in compliance with violation of the Credit AgreementNotes Indenture and each other Notes Indenture Document, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II (as may be supplemented from time to time pursuant to Section 2.02(c)) as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreementany Permitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction not prohibited by the Credit Agreement Notes Indenture and transfers made in compliance with the Credit Agreementother than Permitted Liens, and (iv) subject to the rights of such Pledgor under the Notes Indenture Documents to Dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Notes Indenture, in any offering circular related thereto or in the other Notes Indenture Documents and except for restrictions and limitations imposed by the Loan Notes Indenture Documents or securities laws generallygenerally or otherwise not prohibited by the Notes Indenture Documents, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition Disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
(f) other than as set forth in the Notes Indenture, in any offering circular related thereto or in the other Notes Indenture Documents, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); and
(fg) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Applicable Collateral Agent (acting as gratuitous bailee / agent for perfection purposes, pursuant to Section 5.5 or 5.6 of the First Lien/Second Lien Intercreditor Agreement, as applicable, if the Applicable Collateral Agent is not the Collateral Agent), for the benefit of the Second-Priority Secured Parties, in accordance with this AgreementAgreement and a Uniform Commercial Code financing statement in respect of the Pledged Securities is filed in the appropriate filing office, the Administrative Collateral Agent will obtain obtain, for the benefit of the Second-Priority Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC subject only to the extent such lien and security interest may be created and perfected under the New York UCCPermitted Liens, as security for the payment and performance of the Secured Obligations, to the extent such perfection is governed by the Uniform Commercial Code.
Appears in 2 contracts
Samples: Collateral Agreement (Second Lien) (DS Services of America, Inc.), Collateral Agreement (Second Lien) (DS Services of America, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor (and severally representHoldings and each Legacy Blocker Entity solely with respect to its Pledged Stock consisting of the Borrower’s Equity Interests) represents and warrants to, warrant and covenant to and with covenants with, the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy Section 6(e) or Section 9.11 of the Pledged Equity Interests owned by such Grantor and Credit Agreement or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 2.02(b);
(b) the Pledged Equity Interests and Stock, to the Pledged Debt Securities best of each Pledgor’s knowledge, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction not prohibited by the Credit Agreement and transfers made in compliance with the Credit Agreementother than Permitted Liens, and (iv) subject to the rights of such Pledgor under the Credit Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto and except for restrictions and limitations imposed by the Loan Credit Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, in accordance with this Agreement, and a financing statement in respect of the Administrative Pledged Securities is filed in the appropriate filing office, the Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected (except for any Equity Interests with respect to which, in the reasonable judgment of the Agent and the Borrower evidenced in writing delivered to the Agent, the costs or other consequences of perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom) lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC subject only to the extent such lien and security interest may be created and perfected under the New York UCCPermitted Liens, as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Agent, for the benefit of the Secured ObligationsParties, the rights of the Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II III correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments (other than those excluded from the Pledged Equity Interests owned by such Grantor Stock and (ii) all the Pledged Debt Securities owned by such Grantorin accordance with Sections 2.01(a) and (b)) evidencing Indebtedness required to be (i) pledged in order to satisfy the Collateral and Guarantee Requirement or (ii) delivered pursuant to Section 2.02(b);
(b) the Pledged Equity Interests and the Pledged Debt Securities have Stock has been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are is fully paid and nonassessable and (ii) in nonassessable, subject to the case of Pledged Debt Securities, are legal, valid and binding obligations assessability of the issuers thereof, except to Pledged ULC Shares under the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the GrantorsCompanies Act (Nova Scotia);
(c) except for the security interests granted hereunder (or otherwise permitted under the Credit Agreement and under any the other Loan Documents), each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Collateral indicated on Schedule II III as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreementother than Permitted Liens, and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents Documents, the Notes or securities laws generally, the Pledged Equity Interests and, or otherwise permitted to exist pursuant to the extent issued by Holdings Credit Agreement or any Subsidiarythe Notes, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature nature, other than restrictions on transfer in the articles of association of a ULC, that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this AgreementAgreement and the applicable Foreign Security Documents, when any Pledged Securities (excluding any foreign stock not covered by the Foreign Pledge Agreement) are delivered to the Administrative Agent Applicable Agent, for the ratable benefit of the Secured Parties, in accordance with this Agreement and the ABL Intercreditor Agreement, and a financing statement naming the Administrative Collateral Agent as the secured party and covering the Pledged Collateral to which such Pledged Securities relate is filed in the appropriate filing office, the Collateral Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged SecuritiesCollateral, free subject only to Permitted Liens or Liens arising by operation of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCClaw, as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (Momentive Specialty Chemicals Inc.)
Representations, Warranties and Covenants. The Grantors jointly Borrower represents, warrants and severally representcovenants, warrant as to itself and covenant the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, as and to the extent required by the terms of the Credit Agreement that:
(a) Schedules 4 and 5 of the Perfection Certificate (as such schedules are supplemented from time to time pursuant to Section 2.02(c)) correctly set forth, as of the Effective Datelater of the Closing Date and the date of the most recent supplement to the Perfection Certificate delivered pursuant to Section 2.02(c), Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests owned by such Grantor required to be pledged and (ii) all the Pledged Debt Securities owned by such Grantorrequired to be pledged and delivered hereunder in order to satisfy the Collateral and Guarantee Requirement, in each case, subject to any Disposition made in compliance with the Credit Agreement;
(b) the Pledged Equity Interests issued by a wholly-owned Restricted Subsidiary and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than Borrower or a Subsidiary of Borrower, to the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable non-assessable (to the extent such concepts exist under applicable Law) and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than Borrower or a Subsidiary of Borrower, to the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability applicable Debtor Relief Laws, general principles of such obligations may be limited by applicable bankruptcy, insolvency, equity and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers Dispositions made in compliance with the Credit Agreement, is and will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II Schedules 4 and 5 of the Perfection Certificate as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens permitted pursuant to created by the Collateral Documents and (B) other Liens not prohibited by Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged CollateralSecurities, other than (A) Liens permitted pursuant to created by the Collateral Documents, (B) Liens not prohibited by Section 6.02 7.01 of the Credit Agreement and (C) other assignments, pledges, hypothecations or transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for (i) restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or by Liens not prohibited by Section 7.01 of the Credit Agreement and (ii) customary restrictions, encumbrances and limitations in joint venture agreements and similar arrangements, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might would prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Grantors in favor of the Collateral Agent for the benefit of the Secured Parties or (ii) such as have been obtained and are in full force and effect) (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreementthe State of New York, the Administrative Collateral Agent will obtain a legal, valid and and, to the extent governed by the New York UCC, first-priority perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations, subject to any Lien not prohibited by and having the ranking permitted under Section 7.01 of the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Security Agreement (Casa Systems Inc), Security Agreement (Casa Systems Inc)
Representations, Warranties and Covenants. The Grantors Each Equityholder (with respect to itself only) hereby represents, warrants and covenants, severally and not jointly and severally representonly with respect to such Equityholder's Interests (as defined below), warrant to NGP and covenant to and with the Administrative AgentNGOP, for the benefit of the Secured Partiesas applicable, thatas follows:
(a) as Title ----- As of the Effective Datedate hereof, Schedule II sets each Equityholder owns beneficially and of record (i) the number of shares of each class of capital stock of NGP set forth a true and complete list, after each Equityholder's name on Exhibit 1 hereto (with respect to each Grantor--------- Equityholder, the beneficial interests in NGP specified after each Equityholder's name on Exhibit 1 hereto shall be referred to herein as the --------- "Shares") and (ii) the number of NGOP Common Units set forth after each ------ Equityholder's name on Exhibit 1 hereto (with respect to each Equityholder, the --------- beneficial interests in NGOP specified after each Equityholder's name on Exhibit ------- 1 hereto shall be referred to herein as the "Partnership Interests" and with - --------------------- respect to each Equityholder, the Partnership Interests together with the Shares specified after each Equityholder's name on Exhibit 1 hereto shall be referred --------- to herein as the "Interests"). The term "beneficial owner" and all correlative --------- ---------------- expressions are used in this Agreement as defined in Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended; provided, however, that for -------- ------- purposes of this Agreement the Prices (i) shall be deemed to beneficially own only those Interests over which they have, individually or together, the power to vote or direct the vote, as distinguished from the power to influence the vote, of such Interests, and (ii) shall be deemed not to beneficially own any Interests owned of record by either Oaks Christian School or the Dallas P. Price Charitable Lead Trust #1 benefiting the Museum of Contemporary Art.
(b) Right to Vote ------------- Except as set forth on Schedule A hereto, as of the date hereof and at all times until the earlier of the (i) Closing Date and (ii) the date of termination of the Merger Agreement in accordance with its terms, except for this Agreement and as otherwise permitted by this Agreement, each Equityholder has full legal power, authority and right to vote all of the Interests, to the extent the Interests carry the right to vote thereon, in favor of the approval and authorization of the NGP Merger, the NGOP Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the "Proposed -------- Transactions") without the consent or approval of, or any other action on the ------------ part of, any other person or entity. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, except as set forth on Schedule A hereto, each Equityholder has not entered into any voting agreement with any person or entity with respect to any of the Interests, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Interests, deposited any of the Interests in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Interests in favor of the Proposed Transactions. From the date hereof and until the earlier of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage date of termination of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor Merger Agreement in accordance with its terms and (ii) the Closing Date, except as otherwise permitted by this Agreement, each Equityholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Pledged Debt Securities owned Interests, to the extent the Interests carry the right to vote thereon, in favor of the Proposed Transactions. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by such Grantor;
(b) this Agreement, from the Pledged Equity Interests date hereof and until the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and earlier of (i) the date of termination of the Merger Agreement in the case of Pledged Equity Interests, are fully paid and nonassessable accordance with its terms and (ii) in the case of Pledged Debt SecuritiesClosing Date, are legal, valid and binding obligations each Equityholder will not enter into any voting agreement with any person or entity with respect to any of the issuers thereofInterests, except grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under Interests, deposit any other Loan Documents, each of the Grantors (i) is andInterests in a voting trust or otherwise enter into any agreement or arrangement with any person or entity, subject which in any such case limits or affects each Equityholder's legal power, authority or right to any transfers made vote the Interests in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, favor of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 approval of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured ObligationsProposed Transactions.
Appears in 2 contracts
Samples: Voting Agreement (Price Dallas P), Voting Agreement (Price David G)
Representations, Warranties and Covenants. The Grantors jointly BELLADOR (LABUAN) LTD., represents and severally represent, warrant warrants to the Company (and covenant to understands and acknowledges that the Company is relying on the accuracy and completeness of such representations and warranties in connection with the Administrative Agent, availability of an exemption for the benefit offer and sale of the Secured Parties, Shares from the registration requirements of the U.S. securities laws) that:
(a) BELLADOR (LABUAN) LTD., understands and agrees that the Shares have not been registered under the 1933 Act, or the securities laws of any other jurisdiction and will be deemed "restricted securities" as defined in Rule 144 under 1933 Act.
b) BELLADOR (LABUAN) LTD., understands and agrees that, if this Finance Agreement is accepted and the Shares are sold to BELLADOR (LABUAN) LTD., Clients, such sales will be pursuant to the exemption from the 1933 Act's registration requirement provided in Regulation S, and that BELLADOR (LABUAN) LTD., is prohibited from selling or otherwise disposing of the Effective DateShares except in accordance with Regulation S which imposes, Schedule II sets forth a true and complete listamong other things, with respect the resale restrictions specified in Rule 144 promulgated under the 1933 Act, or pursuant to each Grantoranother available exemption from registration, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage shares will continue to be deemed restricted securities notwithstanding that they were acquired in a transaction pursuant to Regulation S.
c) BELLADOR (LABUAN) LTD., understands and agrees that hedging transactions involving the Shares may not be conducted unless in compliance with the 1933 Act.
d) BELLADOR (LABUAN) LTD., understands and agrees that the Company may lodge stop transfer instructions with its transfer agent in order to restrict the transfer of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) Shares in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that accordance with the foregoing representations, insofar and that the certificates representing the Shares will contain a legend restricting transfer as they relate to the Pledged Debt Securities issued prescribed by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement903(b)(3), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.
Appears in 2 contracts
Samples: Financial Accommodations Agreement (Biophan Technologies Inc), Financial Accommodations Agreement (Biophan Technologies Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units or shares (as applicable) of each class of the Equity Interests Capital Stock of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Capital Stock, debt securities and promissory notes required to be pledged hereunder in accordance with the Pledged Debt Securities owned by such Grantorterms hereof;
(b) each Grantor has good and valid rights in and title to the Pledged Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than consent or approval that has been obtained;
(c) the Pledged Equity Interests and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than a Grantor or a Subsidiary of the Grantors, to the best of the Grantors’ knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and and, in the case of Pledged Equity representing corporate interests, nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than a Grantor or a Subsidiary of the Grantors, to the best of the Grantors’ knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(cd) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementCovered Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents, and (B) Liens expressly permitted pursuant to Section 6.02 of under the Credit Agreement and transfers made in compliance with the Credit AgreementCovered Documents, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 of under the Credit Agreement and transfers made in compliance with the Credit AgreementCovered Documents, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(d)), however arising, of all Persons whomsoever;
(de) except for restrictions and limitations imposed by the Loan Documents Covered Documents, or securities laws generallygenerally and except as described in the Perfection Information, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(ef) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(fg) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(h) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations; and
(i) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens Pledged Collateral (other than the Liens created by this Agreement Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementUncertificated Partnership Interests), however arisingwhether for value paid by such Grantor or otherwise, of all Persons whomsoeverto be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when (i) any Pledged Securities (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) are delivered to the Administrative Collateral Agent in accordance with this Agreement, and (ii) the Administrative issuer of any Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests or Uncertificated Partnership Interests, as applicable, the relevant Grantor and the Collateral Agent have executed an agreement described in Section 3.02(c), the Collateral Agent will obtain a legal, valid and perfected first‑priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such lien and security interest may be created and perfected under the New York UCCinterest, as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Terex Corp), Guarantee and Collateral Agreement (Terex Corp)
Representations, Warranties and Covenants. The Grantors Holdings and the Borrower jointly and severally represent, warrant and covenant covenant, as to themselves and the other Grantors, to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement;
(b) the Pledged Equity Interests and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of Holdings’ and the Pledged Debt Securities Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally and except as described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations, to the extent such perfection is governed by the Uniform Commercial Code; and
(h) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured ObligationsParties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Pledge and Security Agreement (LVB Acquisition, Inc.), Pledge and Security Agreement (Biolectron, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true 5 to the Perfection Certificate includes all Equity Interests, debt securities and complete list, with respect promissory notes required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor in any Subsidiary hereunder and pursuant to the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorCredit Agreement;
(b) the Pledged Equity Interests and issued by the Pledged Debt Securities have Borrower or a wholly owned Restricted Subsidiary has been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are is fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity indicated on Schedule II as owned by such Grantor5 to the Perfection Certificate, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if reasonably requested by the Administrative Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generallyapplicable Laws generally or (ii) described in the Perfection Certificate or (iii) permitted by Section 7.09 of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate or other powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate or contemplated; andother organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect;
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Securities are delivered to and continued possession by the Administrative Agent in accordance with this Agreementthe State of New York, the Administrative Agent for the benefit of the Secured Parties will obtain have a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC subject only to Liens permitted by Section 7.01 of the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Administrative Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Administrative Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Dunkin' Brands Group, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to by Section 6.02 6.02(b), (g), (l), (q), (u), (v), (x) or (dd) of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and Agreement (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and including Liens permitted pursuant to by Section 6.02 of the Credit Agreement)) and (iv) subject to Section 3.06, however arisingwill cause any and all Pledged Collateral, of all Persons whomsoeverwhether for value paid by such Grantor or otherwise, to be forthwith deposited with the Collateral Agent (or its bailee) and pledged or assigned hereunder;
(dc) except for restrictions and limitations imposed by (i) the Loan Documents or Documents, (ii) securities laws generallygenerally and other applicable law if the Pledged Collateral is issued by an issuer organized under the laws of a jurisdiction outside of the United States, by agreements related to any Pledged Collateral that is a General Intangible that is described in clause (a) of Section 4.01(d) but constitutes Pledged Collateral by operation of the second parenthetical clause of subclause (i) thereof, (iii) the organizational documents of any joint ventures or any non- wholly owned Subsidiary, the Equity Interests of which are included in the Pledged Collateral, (iv) the Revolving Facility Debt Documents (as defined in the Intercreditor Agreement), (v) agreements governing Indebtedness secured by Permitted Pari Passu Collateral Liens and (vi) agreements governing Indebtedness that is subject to a Second Lien Intercreditor Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(d) by virtue of the execution and delivery by each Grantor of this Agreement, when any Pledged Securities are delivered to the Collateral Agent (or its bailee) in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected first priority lien (subject only to liens permitted by Section 6.02(l) of the Credit Agreement) upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and
(e) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and in the Intercreditor Agreement and all action by any Grantor necessary or desirable to protect and perfect the Lien on the Pledged Collateral has been duly taken;
(f) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(fg) by virtue no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the execution pledge effected hereby (other than such as have been obtained and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid full force and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligationseffect).
Appears in 2 contracts
Samples: Term Facility Guarantee and Collateral Agreement, Term Facility Guarantee and Collateral Agreement (Houghton Mifflin Harcourt Co)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in the Borrower, any Intermediate Parent or any Subsidiary (other than any Effective Date Unrestricted Subsidiary) and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than Holdings, any Intermediate Parent, the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: Credit Agreement (Sra International Inc), Collateral Agreement (Sra International Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Credit Party represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged (other than Excluded Equity Interests Interests) owned by such Grantor Credit Party as of the Closing Date and all promissory notes or instruments evidencing Indebtedness for borrowed money (iiother than Excluded Instruments) all the Pledged Debt Securities owned by such GrantorCredit Party on the Closing Date;
(bi) the The Pledged Equity Interests and the Pledged Debt Securities have Collateral has, in each case, been duly and validly authorized and issued by the issuers thereof and thereof, (iii) in the case of Pledged Equity Interests, Securities are fully paid and nonassessable and (iiiii) in the case of Pledged Debt Securities, Securities are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing; provided provided, that the foregoing representations, insofar as they relate with respect to the any Pledged Debt Securities or Pledged Equity Securities issued by a Person other than the Parent Borrower or any Subsidiarysubsidiary thereof, the foregoing representations are made to the knowledge of the GrantorsCredit Parties;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors such Credit Party (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, beneficial owner of the Pledged Securities Collateral indicated on Schedule II I as owned by such GrantorCredit Party, (ii) holds the same free and clear of all Liens, other than the security interests granted hereunder and other than Permitted Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make has made no further assignment, pledge, hypothecation or transfer of, or create created or permit permitted to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the transactions contemplated hereby and other transactions permitted by the Credit Agreement and transfers made other than Liens granted hereunder and other than Permitted Liens;
(d) other than as permitted in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Credit Documents or securities laws generallyunder applicable law generally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect prohibits the pledge of such Pledged Collateral Equity Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the Grantors has pledge effected hereby (other than such as have been obtained and are in full force and effect), except for any such consent or approval with respect to which the power and authority failure to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplatedbe obtained would not reasonably be expected to have a Material Adverse Effect; and
(f) by virtue as of the execution and delivery by Closing Date, the Grantors Credit Parties have caused certificates in respect of this Agreement, when any all of the Pledged Equity Securities are to be delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC pursuant to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured ObligationsSection 2.02.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Lannett Co Inc), Second Lien Credit and Guaranty Agreement (Lannett Co Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all promissory notes or other instruments evidencing Indebtedness required to be pledged hereunder or under the Pledged Debt Securities owned by such GrantorCredit Agreement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same Pledged Securities free and clear of all Liens, other than Liens created by this Agreement, Liens expressly permitted pursuant under Section 6.02(c), (d), (f), (k) or (q) or (to the extent relating to the Liens securing obligations under the Revolving Facility Agreement or any Refinancing thereof) Section 6.02 6.02(a) of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement, Liens expressly permitted pursuant under Section 6.02(c), (d), (f), (k) or (q) or (to the extent relating to the Liens securing obligations under the Revolving Facility Agreement or any Refinancing thereof) Section 6.02 6.02(a) of the Credit Agreement and transfers made in compliance with any assignment or transfer expressly permitted under the Credit Agreement, and (iv) subject to any right of such Grantor under the Loan Documents to dispose of Pledged Collateral, as to any material portion of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and Liens expressly permitted under Section 6.02(c), (d), (f), (k) or (q) or (to the other Loan Documents and extent relating to the Liens permitted pursuant to securing obligations under the Revolving Facility Agreement or any Refinancing thereof) Section 6.02 6.02(a) of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents and the Revolving Facility Agreement or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower Collateral (other than limited liability company or any Subsidiary, the Pledged Debt Securities are partnership interests) is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreementthe State of New York, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and in the Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are (except as disclosed on Schedule I) fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be as limited by applicable bankruptcy, insolvency, Bankruptcy Laws and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsequitable principles;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with permitted by the Credit AgreementLoan Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of under the Credit Agreement and transfers made in compliance with the Credit AgreementLoan Documents, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of under the Credit Agreement and transfers made in compliance with the Credit AgreementLoan Documents, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created permitted by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementDocuments), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or as disclosed on Schedule I, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (except as may be required in connection with such disposition of Pledged Securities by laws affecting the offering and sale of securities generally and other than such as have been obtained and are in full force and effect); and
(fg) by virtue of the execution and delivery by the Grantors of this Agreement, (i) when any Pledged Securities are Security that is certificated is delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien lien, free of any adverse claim, upon and security interest in such Pledged SecuritiesSecurity and (ii) when the initial financing statement with respect to any Pledged Security that is not certificated pursuant to Section 3.04(b) is filed pursuant to Section 4.01(b), the Administrative Agent will obtain a legal, valid and perfected lien free of any adverse claimsclaim other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, in each case as security for the payment and performance of the Secured Obligations.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement, First Lien Guarantee and Collateral Agreement (Jda Software Group Inc)
Representations, Warranties and Covenants. The Grantors Each Grantor, jointly and severally representseverally, warrant represents, warrants and covenant covenants, as to itself and the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) Schedule II sets forth, as of the Effective Date, Date and as of each date on which a supplement to Schedule II sets forth is delivered pursuant to Section 2.02(c), a true and complete list, with respect to each Grantor, correct list of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests directly owned beneficially, or of record, by such Grantor specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Pledged Equity and (ii) all the Pledged Debt Securities owned by such GrantorGrantor (other than checks to be deposited in the ordinary course of business), including all Promissory Notes and Instruments required to be pledged hereunder;
(b) the Pledged Equity Interests issued by the Borrower, each other Grantor or their respective Subsidiaries and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than any Grantor or any of their respective Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests(other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable), are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than any Grantor or any of their respective Subsidiaries, to the best of each Grantor’s knowledge), are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability applicable Debtor Relief Laws and general principles of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsequity;
(c) except for the security interests granted hereunder and under any other Loan Documents, each Each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of holds the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same Grantor free and clear of all Liens, other than (A) Liens created by the Collateral Documents and, subject to the Intercreditor Agreement, the Term Documents and (B) other Liens expressly permitted pursuant to Section 6.02 9.1 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iiiii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and the Term Documents, subject to the Intercreditor Agreement, and (B) other Liens expressly permitted pursuant to Section 6.02 9.1 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for (i) restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or by Liens expressly permitted pursuant to Section 9.1 of the Credit Agreement and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Equity hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity and perfection of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will (i) obtain a legal, valid and first-priority (subject only to any nonconsensual Liens permitted pursuant to Section 9.1 of the Credit Agreement and, subject to the Intercreditor Agreement, Liens granted to the Term Agent pursuant to the Term Documents or to any other agent or trustee pursuant to any Permitted Refinancing of the Term Facility) perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations, (ii) have Control of such Pledged Securities and (iii) assuming that neither the Collateral Agent nor any of the Secured Parties (and, in case of delivery of such Pledged Securities to the Term Agent or to any other agent or trustee pursuant to any Permitted Refinancing of the Term Facility, neither such Person nor any of the Term Secured Parties (as defined in the Intercreditor Agreement)) have “notice of an adverse claim” (as defined in Section 8-105 of the UCC) with respect to such Pledged Securities at the time such Pledged Securities are delivered to the Collateral Agent, be a protected purchaser (within the meaning of Section 8-303 of the UCC) thereof;
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; and
(i) subject to the terms of this Agreement and to the extent permitted by applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Pledged Equity.
Appears in 2 contracts
Samples: Security Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) Schedule I correctly sets forth, as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by owed to such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than Holdings or any of its Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are is fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except (solely with respect to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower Holdings or any Subsidiaryof its Subsidiaries, are made to the knowledge best of each Grantor’s knowledge), is the Grantorslegal, valid and binding obligation of each issuer thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing;
(c) except for as of the security interests granted hereunder and under any other Loan Documentsdate hereof, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as directly owned by such Grantor, Grantor and (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to not prohibited by Section 6.02 4.09 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverIndenture;
(d) except for restrictions and limitations imposed by the Loan Indenture, this Agreement, the other Collateral Documents or securities laws generallygenerally or not prohibited by the terms of the Indenture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); and
(fg) by virtue of the execution and delivery by the Grantors each Grantor of this AgreementAgreement and the pledge of the Pledged Collateral pledged by such Grantor pursuant hereto create a legal, when any valid, enforceable and first-priority (subject, as to priority, to Liens not prohibited by Section 4.09 of the Indenture) security interest in such Pledged Collateral and (i) in the case of Pledged Securities, upon the earlier of (x) delivery of such Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this AgreementAgreement and (y) the filing of the applicable Uniform Commercial Code financing statements described in Section 3.01(b) and (ii) in the case of all other Pledged Collateral, upon the Administrative Agent will obtain filing of the applicable Uniform Commercial Code financing statements described in Section 3.01(b), shall create a legal, valid and perfected lien upon and security interest in such Pledged Securities, free favor of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security Collateral Agent (for the payment and performance benefit of the Secured ObligationsParties) in respect of such Pledged Collateral.
Appears in 2 contracts
Samples: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)
Representations, Warranties and Covenants. The Grantors Each Grantor, jointly and severally representseverally, warrant represents, warrants and covenant covenants, as to itself and the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) Schedule II sets forth, as of the Effective Date, Issue Date and as of each date on which a supplement to Schedule II sets forth is delivered pursuant to Section 2.02(c), a true and complete list, with respect to each Grantor, correct list of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests directly owned beneficially, or of record, by such Grantor specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Pledged Equity and (ii) all the Pledged Debt Securities owned by such GrantorGrantor (other than checks to be deposited in the ordinary course of business), including all Promissory Notes and Instruments required to be pledged hereunder;
(b) the Pledged Equity Interests issued by each Issuer, each other Grantor or their respective Subsidiaries and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than any Grantor or any of their respective Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests(other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable), are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than any Grantor or any of their respective Subsidiaries to the best of each Grantor’s knowledge), are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability applicable Debtor Relief Laws and general principles of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsequity;
(c) except for the security interests granted hereunder and under any other Loan Documents, each Each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of holds the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same Grantor free and clear of all Liens, other than (A) Liens permitted pursuant to Section 6.02 of created by the Credit Agreement Security Documents and transfers made in compliance with the Credit Agreement(B) Permitted Liens, (iiiii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens permitted pursuant to Section 6.02 of created by the Credit Agreement Security Documents and transfers made in compliance with the Credit Agreement(B) Permitted Liens, and (iviii) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for (i) restrictions and limitations imposed by the Loan Notes Documents or securities laws generallygenerally or by Permitted Liens and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Equity hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any governmental authority, any securities exchange or any other Person was or is necessary to the validity and perfection of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will (i) obtain a legal, valid and first-priority (subject to non-consensual Permitted Liens and the Intercreditor Agreement) perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations, (ii) have Control of such Pledged Securities and (iii) assuming that neither the Collateral Agent nor any of the Secured Parties have “notice of an adverse claim” (as defined in Section 8-105 of the UCC) with respect to such Pledged Securities at the time such Pledged Securities are delivered to the Collateral Agent, be a protected purchaser (within the meaning of Section 8-303 of the UCC) thereof;
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; and
(i) subject to the terms of this Agreement and to the extent permitted by applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Pledged Equity.
Appears in 2 contracts
Samples: Security Agreement (J Crew Group Inc), Security Agreement (J Crew Group Inc)
Representations, Warranties and Covenants. The Grantors jointly Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) (i) as of the Effective Datedate hereof, Schedule II 4 correctly sets forth all Equity Interests owned by it and exclusively associated with its Membership or constituting Core Collateral and (ii) as of the date hereof, Schedule 5 correctly sets forth all debt securities and promissory notes exclusively associated with its Membership in a true and complete listprincipal amount in excess of $5,000,000 (other than Eligible Investments), and, with respect to each Grantorsuch Pledged Stock, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and sets forth the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantorthereby;
(b) any Pledged Stock issued by Persons Controlled by the Grantor has been, and, to the knowledge of the Grantor, any other Pledged Equity Interests Stock and the Pledged Debt Securities have been been, duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock representing capital stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except subject as to the extent that enforceability of such obligations may be limited by applicable to bankruptcy, insolvency, and moratorium or other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate generally and to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge general principles of the Grantorsequity;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Grantor (i) is and, subject to any assignments or transfers made in compliance with the Credit AgreementLoan Documents, and, in the case of the Pledged Debt Securities, until the repayment or discharge thereof in full, will continue to be be, the direct owner, beneficially and of record, of the Pledged Securities indicated on set forth in Schedule II 5 as owned by such the Grantor, (ii) holds the same free and clear of all Liens, Liens (other than Liens expressly permitted pursuant to under Section 6.02 5.09 of the Credit Agreement and transfers made in compliance with the Credit Agreement), (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, in each case other than (x) Liens created by this Agreement, (y) Liens expressly permitted pursuant to under Section 6.02 5.09 of the Credit Agreement and (z) assignments or transfers made in compliance with the Credit Agreement, Loan Documents and (iv) subject to Section 2.06, will defend its title or interest thereto or therein against cause any and all Liens Pledged Collateral, whether for value paid by the Grantor or otherwise, to be forthwith pledged or collaterally assigned hereunder and, in the case of (A) any certificated Pledged Stock representing Equity Interests of (1) any NHL Entity or (2) any Subsidiary of the Grantor, in each case owned by the Grantor, and (B) any Pledged Debt Securities in a principal amount in excess of $5,000,000 (other than Eligible Investments) to be forthwith delivered to the Liens created Collateral Agent; provided, that any such Pledged Debt Securities shall be returned to the Grantor upon request of the Grantor in conjunction with the repayment in full of the indebtedness evidenced thereby or the transfer of such Pledged Securities in a transaction that is not prohibited by this the Credit Agreement and the or any other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverDocument;
(d) except for restrictions and limitations imposed or expressly permitted by the Loan Documents (including restrictions and limitations imposed by the NHL Constitution (other than the NHL Agreements)) or securities laws generally, as of the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiarydate hereof, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might could reasonably be expected to prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power corporate, partnership, limited liability company or other requisite company power, as the case may be, and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplatedcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than (x) the Lien created by this Agreement and (y) Liens expressly permitted under Section 5.09 of the Credit Agreement), however arising, of all Persons whomsoever, except in the case of clause (ii), where the failure to do so could not reasonably be expected to have a material adverse effect on the rights of the Secured Parties hereunder with respect to any Core Collateral;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge of the Pledged Collateral effected hereby (other than (i) such as have been obtained and are in full force and effect or (ii) where the failure to obtain such consent or approval could not reasonably be expected to have a material adverse effect on the rights of the Secured Parties hereunder with respect to any Core Collateral); and
(fg) by virtue of the execution and delivery by the Grantors Grantor of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free Securities (subject to any Liens expressly permitted under Section 5.09 of any adverse claims, under the New York UCC to Credit Agreement and the extent such lien and security interest may be created and perfected under applicable terms of the New York UCC, other Loan Documents) as security for the payment and performance of the Secured Obligations.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Madison Square Garden Co)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally representcovenants, warrant as to itself and covenant the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) Schedule I correctly sets forth, as of the Effective DateClosing Date and as of each date on which a supplement to Schedule I is delivered pursuant to Section 2.02(c), Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, Promissory Notes and Instruments required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement;
(b) the Pledged Equity Interests issued by a wholly owned Restricted Subsidiary and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests(other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant Organizational Documents, cannot be fully paid and non-assessable), are fully paid and nonassessable non-assessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability applicable Debtor Relief Laws and general principles of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsequity;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of holds the Pledged Securities indicated on Schedule II I as owned by such Grantor, (ii) holds the same Grantor free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 6.2 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (ivii) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however however, arising, of all Persons whomsoever;
(d) (i) except for (x) restrictions and limitations imposed by the Loan Credit Documents or securities laws generallygenerally or Liens expressly permitted pursuant to Section 6.2 of the Credit Agreement and (y) in the case of Pledged Equity of Persons that are not Designated Subsidiaries, transfer restrictions that exist in respect of Equity Interests in such Persons, and (ii) except as described in the Collateral Questionnaire, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might would prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person is or will be necessary to the validity and perfection of the pledge of the Pledged Collateral effected hereby (other than such as have been obtained and are in full force and effect as of the date of the applicable pledge);
(g) subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiaries, by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and and, to the extent governed by the UCC, first-priority (subject to any Liens permitted pursuant by Section 6.2 of the Credit Agreement) perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured Obligations; and
(h) subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiaries, the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein. Notwithstanding the foregoing, (a) except to the extent required to satisfy the Collateral and Guarantee Requirement, perfection by possession or “control” shall not be required with respect to any Promissory Notes or other evidences of Indebtedness owned by a Grantor and constituting Collateral, (b) no actions in any jurisdiction outside of the United States or that are necessary to create or perfect any security interest in assets located or titled outside of the United States shall be required and (c) no Grantor shall be required to deliver to the Collateral Agent any certificates or instruments representing or evidencing, or any stock powers or other instruments of transfer in respect of, Equity Interests in any Subsidiary that is not a Material Subsidiary.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Entegris Inc), Pledge and Security Agreement (Entegris Inc)
Representations, Warranties and Covenants. The Grantors jointly U.S. Borrower represents and severally representwarrants, warrant as to itself and covenant the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the First Lien Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all material Equity Interests, debt securities and promissory notes required to be pledged hereunder pursuant to the Pledged Credit Agreement and each Permitted Debt Securities owned by such GrantorOffering Agreement;
(b) the Pledged Equity Interests and the Pledged Debt Securities (solely with respect to Pledged Equity and Pledged Debt issued by a Person other than VNUHF or a Subsidiary of VNUHF, to the best of the U.S. Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than VNUHF or a Subsidiary of VNUHF, to the best of the U.S. Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement and each Permitted Debt Offering Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit expressly permitted pursuant to each Permitted Debt Offering Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit expressly permitted pursuant to each Permitted Debt Offering Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or laws, rules or regulations governing the pledge of Equity Interests of Foreign Subsidiaries, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the First Lien Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect and other than with respect to any laws, rules or regulations governing the pledge of Equity Interests of Foreign Subsidiaries);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities (other than Equity Interests of any Foreign Subsidiary) are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the First Lien Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the First Lien Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Representations, Warranties and Covenants. The Grantors jointly Debtor represents and severally representwarrants to the Secured Party, warrant and covenant to and covenants with the Administrative AgentSecured Party, for the benefit which representations, warranties, and covenants shall be continuing so long as any Obligations remain outstanding or this Agreement or any other Loan Document, or any of the Secured PartiesParty's rights and remedies under any of them, remain in effect, that:
(a) as of the Effective Date, Schedule II sets forth a true The Debtor has and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be maintain a securities entitlement to the direct ownerCollateral, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liensliens, other than Liens permitted pursuant to Section 6.02 security interests, setoffs, and adverse claims whatsoever, except for the security interest of the Credit Agreement Secured Party hereunder, and transfers made except that the Custodian may set off (i) all amounts due to the Custodian in compliance with respect of its customary fees and expenses for the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 routine maintenance and operation of the Credit Agreement and transfers made in compliance with the Credit Agreement, Securities Account and (ivii) will defend its title the face amount of any checks which have been credited to the Securities Account but are subsequently returned unpaid because of uncollected or interest thereto or therein against insufficient funds.
(b) The Debtor has not entered into and shall not enter into a control agreement with respect to the Collateral in favor of any and all Liens (party other than the Liens created by this Secured Party, and no financing statement covering any of the Collateral is or shall be on file against the Debtor in any public office except in favor of the Secured Party.
(c) Until such time as the Custodian receives from the Secured Party a Notice of Sole Control, as defined in the Securities Account Control Agreement dated as of the date hereof among the Secured Party, the Debtor and the other Loan Documents and Liens permitted pursuant Custodian with respect to Section 6.02 the Fund (the "Control Agreement"), but at no time thereafter unless the Secured Party has provided written notice to the Custodian of revocation of such Notice of Sole Control, the Debtor shall direct the Custodian with respect to the voting of the Credit Collateral and may direct the Custodian with respect to substitution and disposition of Collateral and otherwise provide instructions and entitlement orders to the Custodian with respect to the Collateral. The Debtor acknowledges and agrees that the rights set forth in the preceding sentence are not exclusive to the Debtor, but shall be in addition to the right of the Secured Party to provide entitlement orders to the Custodian at any time as provided in the Control Agreement). The Secured Party shall have the right to give a Notice of Sole Control at any time, however arising, but only if an Event of all Persons whomsoever;Default (as hereinafter defined) has occurred or then exists.
(d) except for restrictions The Debtor shall defend the Collateral against the claims and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, demands of all persons and shall pay promptly all taxes and assessments with respect to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;Collateral.
(e) each At its option, the Secured Party may discharge taxes, liens, security interests and other claims against the Collateral and may pay for the maintenance, preservation, and protection thereof, including costs and expenses incidental to any actions undertaken by the Secured Party pursuant to Paragraph 4 hereof, and the Debtor shall reimburse the Secured Party on demand for any payments so made, which payments by the Secured Party shall become part of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andObligations secured hereby.
(f) by virtue of the execution The Debtor shall from time to time execute such documents and delivery by the Grantors of this Agreementinstruments, when any Pledged Securities are delivered including without limitation financing statements, in form and substance satisfactory to the Administrative Agent Secured Party (and pay the cost of filing or recording them in accordance with this Agreement, whatever public offices the Administrative Agent will obtain Secured Party reasonably deems necessary) and perform such other acts as the Secured Party may reasonably request from time to time to perfect and maintain a legal, valid and perfected lien upon and first priority security interest in such Pledged Securitiesthe Collateral. The Debtor hereby expressly grants the Secured Party a power of attorney, free of any adverse claimsand appoints and constitutes the Secured Party as Debtor's agent, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment purpose and performance with the power to sign on behalf of the Secured ObligationsDebtor in the Debtor's name, one or more financing statements covering any of the Collateral described herein.
Appears in 2 contracts
Samples: Loan Agreement (Manager Directed Portfolios), Loan Agreement (City National Rochdale Strategic Credit Fund)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor required to be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and Guarantee Requirement and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities issued by the Borrower or a Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) and, in the case of such Pledged Equity InterestsEquity, are fully paid and nonassessable (to the extent such concept is applicable), and (ii) in the case of such Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity and Pledged Debt indicated on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if reasonably requested by the Collateral Agent, will use commercially reasonable efforts necessary to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generallygenerally and (ii) in the case of Pledged Equity of Persons that are not Wholly-Owned Restricted Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate, limited liability company or limited partnership powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate, limited liability company or contemplated; andlimited partnership action or other organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of (i) the execution and delivery by the Grantors each Grantor of this Agreement, when any Agreement and (ii) the delivery of the Pledged Certificated Securities are delivered to the Administrative Agent in accordance with this AgreementAgreement to the Collateral Agent in the State of New York (and assuming its continued possession therein), the Administrative Collateral Agent for the benefit of the Secured Parties will obtain have a legal, valid and perfected lien first priority Lien upon and security interest in in, such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of a secured party in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Tradeweb Markets Inc.)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of the Secured Parties, that:
(a) Schedule II correctly sets forth as of the Effective DateClosing Date the (x) name and jurisdiction of each issuer of, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the ownership interest (including percentage owned and number of the issued and outstanding units shares or units) of each class of the Equity Interests of the issuer thereof represented by Pledgor in, the Pledged Equity Interests owned by such Grantor Stock and (iiy) all amount and obligor under the Material Pledged Debt Securities owned by such GrantorSecurities;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant to a transaction permitted by the Credit Agreement and other than Liens permitted pursuant to under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to under Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverPersons;
(d) except for restrictions and limitations imposed by the Loan Documents or Documents, securities laws generally, the laws of any applicable foreign jurisdiction (with respect to Pledged Equity Interests and, Collateral pledged after the Closing Date) or otherwise permitted to exist pursuant to the extent issued by Holdings or any Subsidiaryterms of the Credit Agreement, (i) the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, assignable and (ii) none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) except for consents or approvals required by laws of any applicable foreign jurisdiction (with respect to Pledged Collateral pledged after the Closing Date), no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Agent, for the ratable benefit of the Secured Parties, in accordance with this Agreement, the Administrative Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Guaranteed Obligations under the New York UCC, except as provided by the laws of any applicable foreign jurisdiction and subject to Liens permitted by the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Administrative Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Pledgors in the Pledged Collateral as set forth herein, except as provided by the laws of any applicable foreign jurisdiction.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Chart Industries Inc), Guarantee and Collateral Agreement (Chart Industries Inc)
Representations, Warranties and Covenants. The Grantors Grantors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes or instruments evidencing Indebtedness required to be delivered pursuant to Section 3.02;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers issuer thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Company or an Affiliate of any such Subsidiary, to the best of each Grantor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement Indenture and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Grantor under the Indenture Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Indenture, and except for restrictions and limitations imposed by the Loan Documents Indenture Documents, the Intercreditor Agreements, or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Indenture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Indenture or this Agreement or the schedules thereto or hereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledged Securities is filed in the appropriate filing office, the Administrative Collateral Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Securities under the New York UCC, subject only to Permitted Liens or Liens arising by operation of law, as security for the payment and performance of the Secured Obligations;
(h) each Grantor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and agrees to transfer record ownership of the Pledged Securities issued by it in connection with any request by the Collateral Agent;
(i) if any additional direct or indirect Subsidiary of the Issuer is formed or acquired after the Issue Date (with any redesignation of such Subsidiary resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Domestic Subsidiary, the Issuer shall notify the Collateral Agent thereof, cause such Subsidiary to become a Subsidiary Party and cause the outstanding Equity Interests in and Indebtedness of such Subsidiary owned by or on behalf of any Grantor to be pledged pursuant to this Agreement, in each case other than assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to the Security Documents or Section 4.15(c) of the Indenture; and
(j) if any additional Foreign Subsidiary of the Issuer is formed or acquired after the Issue Date (with any redesignation of such Subsidiary resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary, the Issuer shall notify the Collateral Agent thereof and cause the outstanding Equity Interests in such Foreign Subsidiary owned by or on behalf of any Grantor to be pledged pursuant to this Agreement, in each case other than assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to Section 4.15(c) of the Indenture or the Security Documents (including, without limitation, pursuant to clause (i) of the proviso of Section 3.01 of this Agreement).
Appears in 2 contracts
Samples: Collateral Agreement (Berry Plastics Corp), Collateral Agreement (Kerr Group Inc)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and Guarantee Requirement, or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 3.02(b);
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Borrower or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of the Borrower or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary or any Qualified CFC Holding Company) are delivered to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledged Securities is filed in the appropriate filing office, the Administrative Collateral Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Securities under the New York UCC, subject only to Permitted Liens, as security for the payment and performance of the Secured Obligations;
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder and consents to such security interest and agrees to transfer record ownership of the securities issued by it in connection with any request by the Collateral Agent (acting at the written direction of Required Lenders);
(i) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar agreement) or partnership agreement of any Subsidiary of any Loan Party whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to not constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Loan Party shall have first delivered 30 days written notice to the Collateral Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Collateral Agent (acting at the written direction of Required Lenders) to maintain the security interest of the Collateral Agent therein as a valid, perfected, first priority security interest, subject to Permitted Liens;
(j) the full and exact legal name (as it appears in each respective certificate or articles of incorporation, limited liability membership agreement or similar organizational documents, in each case as amended to date, the type of organization, the jurisdiction of organization (or formation, as applicable), and the organizational identification number (not tax i.d. number) of each Pledgor is set forth on Schedule VI. Schedule VI sets forth all of the Loan Parties as of the Closing Date;
(k) the chief executive office of each Pledgor is set forth on Schedule VII; and
(l) except as set forth on Schedule VIII, no Pledgor has changed its name, jurisdiction of organization or formation, as applicable, or its corporate structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or formation, as applicable, or otherwise) within the past five (5) years.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Claires Stores Inc), Term Loan Credit Agreement (Claires Stores Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and and, if applicable, nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; provided that the foregoing representations, insofar as they relate to the Pledged Equity Interests and Pledged Debt Securities issued by a Person other than Holdings, the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsapplicable Grantor;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to not prohibited by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to not prohibited by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to not prohibited by Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents permitted pursuant to Section 6.01 of the Credit Agreement or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings the Borrower or any wholly-owned Subsidiary, the Pledged Equity Interests and the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued by the Parent Borrower or any wholly-owned Subsidiary, the Pledged Equity Interests and the Pledged Debt Securities are not or will not be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured ObligationsObligations and no Secured party has notice of any adverse claim (within the meaning of the NY UCC) to the Pledged Securities.
Appears in 2 contracts
Samples: Collateral Agreement (Vacasa, Inc.), Collateral Agreement (Vacasa, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in any Subsidiary of Holdings and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and and, in the case of corporate interests, nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities Collateral issued by a Person other than the Parent Borrower or any SubsidiarySubsidiary of Holdings, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Equity Interests and Pledged Debt Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, Agreement and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by or otherwise permitted by the Loan Documents (including any Liens permitted pursuant to Section 6.02 of the Credit Agreement) or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings Holdings, or any SubsidiarySubsidiary of Holdings, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower by Holdings, or any Subsidiaryother Subsidiary of Holdings, none of the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law agreement or other organizational document Organizational Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities constituting certificated securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations, and such lien is and shall be prior to any other Lien on such Pledged Securities; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute the Pledged Equity Interests hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: Collateral Agreement (Graftech International LTD), Collateral Agreement (Graftech International LTD)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, represent and warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) Schedule II sets forth, as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all other than any Pledged Equity Interests that are not yet required to have been delivered to the Pledged Debt Securities owned by such GrantorAdministrative Agent under the terms of this Agreement or the Credit Agreement);
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity Interests indicated on Schedule II as owned by such Grantor, (ii) holds the same Pledged Collateral owned by it free and clear of all Liens, other than Liens created by the Security Documents and Liens permitted pursuant to exist thereon under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by the Security Documents, Liens permitted pursuant to exist thereon under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Security Documents and Liens permitted pursuant to exist thereon under Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(fe) subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured ObligationsObligations and such lien is and shall be prior to any other Lien on such Pledged Securities, other than Liens permitted under Section 6.02 of the Credit Agreement that have priority as a matter of law or are expressly contemplated under Section 6.02 of the Credit Agreement to have priority; and
(f) subject to applicable local law in the case of any Equity Interests in any Foreign Subsidiary, the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary or desirable to protect and perfect the lien on the Pledged Collateral has been duly taken.
Appears in 2 contracts
Samples: Credit Agreement (Knowles Corp), Credit Agreement (Knowles Corp)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant covenant, as to themselves and the other Grantors, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) Schedule I correctly sets forth, as of the Effective Closing Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests directly owned by such Grantor in any Subsidiary and Person and, in the case of any such Equity Interests issued by a Restricted Subsidiary, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests directly owned by such Grantor and (ii) all the Pledged Debt Securities owned by owed to such Grantor;
(b) the Pledged Equity Interests and issued by Subsidiaries of the Pledged Debt Securities have Borrower has been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are is fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as directly owned by such Grantor, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents, (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and (C) other assignments, pledges, hypothecations or transfers made in compliance with the Credit Agreement, Agreement and (iv) subject to the rights of such Grantor to dispose of assets or property pursuant to the terms of the Credit Agreement, if requested by the Collateral Agent, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or permitted to exist pursuant to the terms of the Credit Agreement, including restrictions and limitations in any Organization Document, joint venture agreement or shareholder agreement governing the issuer (other than a Wholly-Owned Subsidiary) of any Pledged Equity, or requiring a consent not obtained of any Person (other than a Grantor) pursuant to such Organization Document or agreements, and restrictions and limitations applicable to Pledged Debt (other than Pledged Debt issued by the Borrower or any Restricted Subsidiary) imposed by the terms thereof or any agreement relating thereto that are enforceable by the issuer of such Pledged Debt, (i) the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, assignable and (ii) none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;; and
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Time Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative First Lien Notes Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in the Issuer, any Intermediate Parent or any other Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities Collateral issued by a Person other than Holdings, any Intermediate Parent, the Parent Borrower Issuer or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Notes Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement Indenture and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 5.02 of the Credit Agreement Indenture and transfers made in compliance with the Credit AgreementIndenture, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Notes Documents and Liens permitted pursuant to Section 6.02 5.02 of the Credit AgreementIndenture), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed or permitted by the Loan Documents Notes Documents, Applicable Nuclear Laws or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings Holdings, any Intermediate Parent, the Issuer or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued by Holdings, any Intermediate Parent, the Parent Borrower Issuer or any Subsidiary, none of the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law agreement or other organizational document Organizational Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative First Lien Notes Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative First Lien Notes Collateral Agent in accordance with this Agreement, the Administrative First Lien Notes Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Notes Obligations; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the First Lien Notes Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be pledged hereunder in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a subsidiary of Holdings or an Affiliate of any such subsidiary to the best of each Pledgor's knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, Securities (solely with respect to Pledged Debt Securities issued by a person that is not a subsidiary of Holdings or an Affiliate of any such subsidiary to the best of each Pledgor's knowledge) are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Liens permitted pursuant to by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreementor arising by operation of law, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreement, other than Liens created by this Agreement and Permitted Encumbrances and (iv) will defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Encumbrances), however arising, of all Persons whomsoeverpersons;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, in accordance with this Agreement, the Administrative Collateral Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) Schedule II sets forth, as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the such Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGrantor other than any Pledged Debt Security in a principal amount not in excess of $500,000;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws affecting creditor’s creditors’ rights generallygenerally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law; provided that the foregoing representations, insofar as they relate to the any Pledged Equity Interests or any Pledged Debt Securities issued by a Person other than Holdings, the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;Grantor.
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is as of the Effective Date and, subject to any transfers Dispositions made in compliance with the Credit AgreementAgreement or any repayment or other satisfaction of indebtedness represented or evidenced by such Pledged Securities, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, Liens (other than Liens permitted pursuant to Section 6.02 of created under the Credit Agreement Loan Documents, Permitted Encumbrances and transfers made in compliance with the Credit Agreement), (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, Collateral (other than Liens permitted pursuant to Section 6.02 of created by the Credit Agreement Loan Documents, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, ) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Encumbrances), however arising, of all Persons whomsoever;
(d) except as disclosed on Schedule II or any supplemental schedule furnished pursuant to Section 3.02(c), and except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to in the extent issued by Holdings case of clause (ii), except for limitations existing as of the Effective Date in the articles or certificate of incorporation, bylaws or other organizational documents of any Subsidiary, (i) the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and (ii) none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) subject to any applicable local law in the case of any Equity Interests in any Foreign Subsidiary, by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered delivered, together with transfer powers or allonges endorsed in blank, to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) subject to applicable local law in the case of any Equity Interests in any Foreign Subsidiary, the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured ObligationsParties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, that:
(a) as Schedule II of the Effective Date, Schedule II GCA Disclosure Letter correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding shares (or units or other comparable measure) of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor Stock and (ii) includes all the Pledged Debt Securities owned by such GrantorStock and Pledged Debt;
(b) to the knowledge of such Grantor (unless such Pledged Stock and Pledged Debt has been issued by the Borrower or any of its Subsidiaries, in which case this representation and warranty shall not be qualified by knowledge), the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except to the extent that the enforceability of such obligations thereof may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws generally affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued and by a Person other than the Parent Borrower equitable principles (regardless of whether enforcement is sought in equity or any Subsidiary, are made to the knowledge of the Grantorsat law);
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II of the GCA Disclosure Letter as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens Permitted Liens, (iii) except for transfers permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with under the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by (i) the Loan Documents or Credit Documents, (ii) securities laws generallygenerally or (iii) customary provisions in joint venture agreements relating to purchase options, rights for first refusal, tag, drag, call or similar rights of a third party that owns Equity Interests in such joint venture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and and, except as otherwise expressly permitted by the Credit Agreement, none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when (x) any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this AgreementAgreement or (y) the filing of the Uniform Commercial Code financing statements with respect to the respective Grantor are made as described in Section 4.02(a), the Administrative Collateral Agent will obtain obtain, for the benefit of the Secured Creditors, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured ObligationsObligations to the extent such security interest may be perfected by possession or filing of a Uniform Commercial Code financing statement.
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc), Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally representcovenants, warrant and covenant as to itself, to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
: (a) Schedule I sets forth, as of the Effective DateDate and as of each date on which a supplement to Schedule I is delivered pursuant to Section 2.02(c), Schedule II sets forth a true and complete list, with respect to each Grantor, correct list of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the that constitutes Pledged Equity Interests directly owned beneficially, or of record, by such Grantor specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Pledged Equity and (ii) all the Pledged Debt Securities owned by such Grantor;
Grantor (other than checks to be deposited in the ordinary course of business), including all promissory notes and instruments required to be pledged hereunder; (b) As of the Effective Date, the Pledged Equity Interests issued by such Grantor or any of its respective Subsidiaries and the Pledged Debt Securities issued by such Grantor or any of its respective Subsidiaries, in each case as set forth on Schedule I on the Effective Date, have been duly and validly authorized and issued by such Grantor or such Subsidiary, as the issuers thereof case may be, and (i) as of the Effective Date, in the case of Pledged Equity Interests(other than Pledged Equity consisting of limited liability company interests or partnership interests or other Equity Interests of entities other than corporations which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable), are fully paid and nonassessable and (ii) as of the Effective Date, in the case of such Pledged Debt Securitiesissued by such Grantor or any of its respective Subsidiaries, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower Grantor or any such Subsidiary, are made as the case may be, subject to the knowledge applicable Debtor Relief Laws and general principles of the Grantors;
equity; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors Such Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of holds the Pledged Securities indicated on Schedule II I (as supplemented from time to time as and to the extent required pursuant to Section 2.02(c) hereof) as owned by such Grantor, (ii) holds the same Grantor free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) other Liens permitted pursuant to Section 6.02 9.1 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iiiii) except as permitted under the Credit Agreement, will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
whomsoever (other than the holder of a Lien permitted pursuant to Section 9.1 of the Credit Agreement); (d) except for (i) restrictions and limitations imposed by the Loan Documents or Documents, securities laws generallygenerally or by Liens permitted pursuant to Section 9.1 of the Credit Agreement and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries (other than Excluded Subsidiaries), transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.8 5346872.9
Appears in 2 contracts
Samples: Security Agreement (eHealth, Inc.), Credit Agreement (eHealth, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II sets forth a true includes all Equity Interests, debt securities and complete list, with respect promissory notes required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and issued by the Pledged Debt Securities Borrower or a wholly-owned Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity indicated on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if requested by the Collateral Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generally, (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests andin such Persons, to and (iii) except as described in the extent issued by Holdings or any SubsidiaryPerfection Certificate, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate action or contemplated; andother organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Securities are delivered to the Administrative Agent in accordance with this AgreementAgreement to and continued possession by the Collateral Agent in the State of New York, the Administrative Collateral Agent will obtain for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Security as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement, each Grantor hereby agrees that, upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Security Agreement (La Quinta Holdings Inc.), Security Agreement (La Quinta Holdings Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II 1 correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units or shares (as applicable) of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement;
(b) each Grantor has good and valid rights in and title to the Pledged Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person, except for (i) consents and approvals which have been obtained and are in full force and effect and (ii) consents and approvals the failure of which to obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(c) the Pledged Equity Interests and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than a Grantor or a Subsidiary of the Grantors, to the best of the Grantors’ knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and and, in the case of Pledged Equity representing corporate interests, nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than a Grantor or a Subsidiary of the Grantors, to the best of the Grantors’ knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(cd) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, and will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II 1 as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, Collateral and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever, in each case subject to (x) any transfers made in compliance with the Credit Agreement and (y) Permitted Liens;
(de) except for restrictions and limitations imposed or permitted by the Loan Documents Documents, or securities or other laws generallygenerally and except as described in the Perfection Information, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law refusal or other organizational document Organization Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(ef) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(fg) other than as set forth in the Credit Agreement, no consent or approval of any Governmental Authority or any other Person was or is necessary for the validity of the pledge effected hereby, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Grantors in favor of the Secured Parties, (ii) the consents and approvals which have been obtained and are in full force and effect and (iii) consents and approvals the failure of which to obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(h) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations, free and clear of all Liens (subject to Permitted Liens);
(i) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein; and
(j) with respect to any issuer of any Pledged Equity that is not certificated (the “Pledged Uncertificated Equity”), each Grantor represents and warrants to the Collateral Agent that the issuer of such Pledged Uncertificated Equity has not “opted-in” to Article 8 of the UCC with respect to the Pledged Uncertificated Equity issued by it by providing in any of its certificate or articles of formation, partnership agreement, operating agreement or any other entity governance document or any other document governing or evidencing the Pledged Uncertificated Equity issued by it and that the Pledged Uncertificated Equity issued by it shall not be “securities” as governed by and defined in Article 8 of the UCC.
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor required to be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and Guarantee Requirement and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities issued by the Borrower or a Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) and, in the case of the Pledged Equity InterestsEquity, are fully paid and nonassessable (to the extent such concept is applicable), and (ii) in the case of the Pledged Debt SecuritiesDebt, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity and Pledged Debt indicated on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if requested by the Collateral Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generallygenerally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate, limited liability company or limited partnership powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate, limited liability company or contemplated; andlimited partnership action or other organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Grantors in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of (i) the execution and delivery by the Grantors each Grantor of this Agreement, when any Agreement and (ii) the delivery of the Pledged Certificated Securities are delivered to the Administrative Agent in accordance with this AgreementAgreement to the Collateral Agent in the State of New York (and assuming its continued possession therein), the Administrative Collateral Agent will obtain for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of a secured party in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Security Agreement (TaskUs, Inc.), Security Agreement (TaskUs, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Parent represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof Holdings represented by such Pledged Stock and includes all Equity Interests of Holdings owned by it, and at all times, the Pledged Stock shall represent 100% of the Equity Interests owned of Holdings owned, directly or indirectly, beneficially or of record, by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorParent;
(b) the Pledged Equity Interests and the Pledged Debt Securities have Stock has been duly and validly authorized and issued by the issuers thereof Holdings and (i) in the case of Pledged Equity Interests, are is fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Parent (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Stock indicated on Schedule II as owned by such GrantorI, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit AgreementPermitted Encumbrances, (iii) will make no further assignment, pledge, hypothecation hypothecation, sale, disposition or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreement, Permitted Encumbrances and (iv) will defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Encumbrances), however arising, of all Persons whomsoeverPersons;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Parent has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Parent of this Agreement, when any Pledged Securities are Stock is delivered to the Administrative Collateral Agent in accordance with this AgreementAgreement (or maintained by the Collateral Agent in the case of Pledged Stock previously delivered), the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Stock as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Pledge Agreement (Dex Media East LLC), Pledge Agreement (R H Donnelley Corp)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) Schedule III (as of supplemented after the Effective Datedate hereof from time to time, Schedule II as applicable) correctly sets forth a true and complete list(and, with respect to each Grantorany Pledged Stock issued by an issuer that is not a subsidiary of the Borrower, correctly sets forth, to the knowledge of the relevant Pledgor), as of the date of such Schedule (i) all the Equity Interests owned by such Grantor in any Subsidiary and or supplement, as applicable), the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes (i) all Equity Interests owned by such Grantor required to be pledged hereunder and (ii) all debt securities and promissory notes or instruments evidencing Indebtedness, in each case of this clause (ii), required to be pledged hereunder (and, in each case, to otherwise satisfy the Pledged Debt Securities owned by such GrantorCollateral and Guarantee Requirement);
(b) the Pledged Equity Interests and Stock (and, with respect to any Pledged Stock issued by an issuer that is not a subsidiary of the Pledged Debt Securities Borrower, to the knowledge of the relevant Pledgor) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and and, with respect to Equity Interests constituting capital stock of a corporation, nonassessable and (ii) in subject to the case of Pledged Debt Securities, are legal, valid and binding obligations assessability of the issuers thereof, except to shares of a ULC under the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the GrantorsULC Laws);
(c) except for the security interests granted hereunder (or otherwise not prohibited by the Loan Documents and under any other Loan Documentseach Other First Lien Agreement then in effect), each of the Grantors Pledgor (i) is and, subject to any transfers made not in compliance with violation of the Credit Agreement and each Other First Lien Agreement, will continue to be be, the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II III as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction not prohibited by the Credit Agreement and transfers made in compliance with the Credit Agreementeach Other First Lien Agreement and other than Permitted Liens, and (iv) subject to the rights of such Pledgor under the Loan Documents and each Other First Lien Agreement then in effect to Dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto or, after the termination of the Credit Agreement, in any Other First Lien Agreement, and except for restrictions and limitations imposed by the Loan Documents Documents, any Other First Lien Agreement, Gaming Laws or securities laws generallygenerally or otherwise not prohibited by the Credit Agreement and each Other First Lien Agreement (or, in the case of shares of a ULC, any requirement under the ULC Laws that transfers of such shares be approved by the directors of the ULC), the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interest) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition Disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law (including Gaming Laws);
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto or as required under Gaming Laws, as of the date hereof, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to or for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement naming the Agent as the secured party and covering the Pledged Collateral to which such Pledged Securities relate is filed in the appropriate filing office pursuant to Section 4.02(b), the Administrative Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, Collateral under the New York UCC applicable Uniform Commercial Code, subject only to the extent such lien and security interest may be created and perfected under the New York UCCPermitted Liens, as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the applicable Uniform Commercial Code; and
(h) Except as set forth in Section 6.17, the pledge effected hereby is effective to vest in the Agent, for the benefit of the Secured Parties, the rights of the Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Collateral Agreement (PlayAGS, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents and severally representwarrants to (but solely, warrant on the Closing Date, to the extent such representations and covenant warranties are required to be true and with correct as a condition to Borrowing pursuant to Section 6 of the Administrative Credit Agreement), and covenants with, the Agent, for the benefit of the Secured Parties, that:
(a) the Pledged Stock, to the best of each Pledgor’s knowledge, has been duly and validly authorized and issued by the issuers thereof and are fully paid and nonassessable;
(b) Schedule II correctly sets forth, as of the Effective Closing Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy Section 9.11 of the Pledged Equity Interests owned by such Grantor and Credit Agreement or (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except delivered pursuant to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the GrantorsSection 2.02(b);
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of holds the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same Collateral free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iiiii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreementother than Permitted Liens, and (iviii) subject to the terms of the Intercreditor Agreements and to the rights of such Grantor under the Credit Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverPersons;
(d) except for other than (i) as set forth in the Credit Agreement or the schedules thereto, (ii) restrictions and limitations imposed or permitted by the Loan Credit Documents or securities laws generallygenerally and (iii) transfer restrictions that exist at the time of the acquisition of Equity Interests in such Person, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect Parties, the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby, except (i) for filings and registrations necessary to perfect the Liens on the Collateral granted by the Credit Parties in favor of the Secured Parties and (ii) such as have been obtained and are in full force and effect; and
(fg) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Agent, for the benefit of the Secured Parties, in accordance with this Agreement, and a financing statement in respect of the Administrative Pledged Securities is filed in the appropriate filing office, the Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected (except for any Equity Interests with respect to which, in the reasonable judgment of the Agent and the Borrower evidenced in writing delivered to the Agent, the costs or other consequences of perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom) lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC subject only to the extent such lien and security interest may be created and perfected under the New York UCCPermitted Liens, as security for the payment and performance of the Secured Obligations. Notwithstanding anything to the contrary in this Agreement, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Administrative Agent (pursuant to this agreement) shall be deemed not to apply to Excluded Assets.
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Representations, Warranties and Covenants. The Grantors Holdings IV (with respect to those representations, warranties and covenants regarding Pledged Equity), Holdings V, SigmaTel and the Issuer jointly and severally represent, warrant and covenant covenant, as to themselves and the other Grantors, to and with the Administrative Notes Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II I correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Debt Securities owned by such Grantorrequirements set forth in the Indenture and the other Collateral Documents relating to the Notes;
(b) the Pledged Equity Interests and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings III or a subsidiary of Holdings III, to the best of Holdings V’s and the Pledged Debt Securities Issuer’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities(solely with respect to Pledged Debt issued by a Person other than Holdings III or a subsidiary of Holdings III, to the best of Holdings V’s and the Issuer’s knowledge), are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Senior Credit AgreementAgreement and the Notes Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as owned by such GrantorGrantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by this Agreement and the other Collateral Documents relating to the Notes and (B) Liens expressly permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by this Agreement and the other Notes Documents and (B) Liens expressly permitted pursuant to Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Notes Documents, the other First Lien Debt Documents or the Second Lien Facility Documents (as defined in the Senior Credit Agreement) or securities laws generallygenerally and except as described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Notes Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to and held by or on behalf of the Administrative Notes Collateral Agent in accordance with this Agreement, the Administrative Notes Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Notes Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Notes Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Pledged Equity Interests owned by such Grantor Collateral and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and Stock and, to the best of each Grantor's knowledge, the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, to the best of each Grantor's knowledge, are legal, valid and binding obligations of the issuers thereof, except and there exists no defense, offset or counterclaim to any obligation of the extent that enforceability maker or issuer of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the any Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the GrantorsSecurities;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement created by this Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement created by this Agreement, Permitted Encumbrances and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Encumbrances), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Interline Brands, Inc./De), Guarantee and Collateral Agreement (Wilmar Holdings Inc)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Equity Interests owned by such Grantor and (ii) includes all the Pledged Debt Securities owned by such GrantorEquity Interests, debt securities and promissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise expressly permitted under any other Loan DocumentsSection 6.02 of the Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Debt Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, Liens (other than Liens any Lien created or expressly permitted pursuant to Section 6.02 of by the Credit Agreement and transfers made in compliance with the Credit AgreementLoan Documents), (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens as expressly permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with under the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens (other than Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Liens created by this Agreement Administrative Agent and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or expressly permitted by the Loan Documents), however arising, of all Persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities are Collateral is delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Collateral as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Administrative Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein and all action by any Grantor necessary to protect and perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 2 contracts
Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests and Stock and, to the best of each Grantor’s knowledge, the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, to the best of each Grantor’s knowledge, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and (or otherwise permitted under any other Loan Documentsthe Credit Agreement), each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, Liens (other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement), (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit created by this Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens Pledged Collateral (other than Pledged Debt Securities with a face amount less than $200,000 acquired after the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreementdate hereof), however arisingwhether for value paid by the Grantor or otherwise, of all Persons whomsoeverto be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, as of the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiarydate hereof, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement or Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement or any other Loan Document), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC), Credit Agreement (Ryan's Restaurant Leasing Company, LLC)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Second Lien Notes Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Datedate hereof, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in the Issuer, any Intermediate Parent or any other Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities Collateral issued by a Person other than Holdings, any Intermediate Parent, the Parent Borrower Issuer or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Notes Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 5.02 of the Credit Agreement Indenture and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 5.02 of the Credit Agreement Indenture and transfers made in compliance with the Credit AgreementIndenture, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Notes Documents and Liens permitted pursuant to Section 6.02 5.02 of the Credit AgreementIndenture), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed or permitted by the Loan Documents Notes Documents, Applicable Nuclear Laws or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings Holdings, any Intermediate Parent, the Issuer or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued by Holdings, any Intermediate Parent, the Parent Borrower Issuer or any Subsidiary, none of the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law agreement or other organizational document Organizational Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Second Lien Notes Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Second Lien Notes Collateral Agent in accordance with this Agreement, the Administrative Second Lien Notes Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Notes Obligations; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the Second Lien Notes Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: Second Lien Collateral Agreement (Sotera Health Co), Second Lien Collateral Agreement (Sotera Health Topco, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, that:
(a) as of the Effective Closing Date, Schedule II hereto sets forth a true and complete list, with respect to each Grantor, of (i) all the Pledged Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and and, in the case of corporate interests, nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities Collateral issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 7.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 7.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 7.02 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by or otherwise permitted by the Loan Documents (including pursuant to the Term Loan Documents and any Liens permitted pursuant to Section 7.02 of the Credit Agreement) or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings the Borrower or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued by the Parent Borrower or any Subsidiary, none of the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law agreement or other organizational document Organizational Document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties Creditors in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities constituting certificated securities are delivered to the Administrative Collateral Agent in accordance with this Agreement, the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations; and
(g) subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with the instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.
Appears in 2 contracts
Samples: Credit Agreement (Builders FirstSource, Inc.), Abl Collateral Agreement (Builders FirstSource, Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true includes all Equity Interests, debt securities and complete list, with respect promissory notes required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and issued by the Pledged Debt Securities Borrower or a wholly-owned Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and non-assessable (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsif applicable);
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as to be owned by such Grantor, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if reasonably requested by the Administrative Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) as of the Closing Date, except for restrictions and limitations (i) imposed or permitted by the Loan Documents Documents, (subject to the terms of the Closing Date Intercreditor Agreement) the Second Lien Loan Documents, Contractual Obligations permitted pursuant to Section 7.09 of the Credit Agreement, or securities laws generally, (ii) imposed by the Communications Act with respect to any proposed transfer of control or assignment of a FCC Authorization, and (iii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests and, to the extent issued by Holdings or any Subsidiaryin such Persons (but not entered into in contemplation thereof), the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, by-law charter or other organizational document bylaw provisions or contractual restriction of any nature that might could reasonably be expected to prohibit, impair, delay or otherwise affect affect, in each case, in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate or limited liability company powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate action or contemplated; andother organizational action;
(f) no approval, consent, exemption, authorization or other action, filing, notice or registration is necessary to ensure the validity of the pledge effected hereby, except for (i) approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (or release existing Liens) under applicable U.S. law, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect;
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Securities are delivered Equity to and continued possession by the Administrative Agent in accordance with this Agreementthe State of New York, the Administrative Agent will obtain (for the benefit of the Secured Parties) has a legal, valid and perfected first-priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Equity as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement and the Enforcement Qualifications;
(h) by virtue of (i) the filing of UCC financing statements or other appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in the applicable filing office, in each case, as required by the Collateral and Guarantee Requirement and Section 6.11 of the Credit Agreement and (ii) delivery of the Pledged Debt to and continued possession of the Pledged Debt by the Administrative Agent in the State of New York, the Administrative Agent (for the benefit of the Secured Parties) has a legal, valid and perfected security interest in respect of all Collateral in which the Security Interest in the Pledged Debt may be perfected by filing or recording in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or by possession of the Pledged Debt (subject, in each case, to the Enforcement Qualifications); and
(i) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights set forth herein of the Administrative Agent in the Pledged Collateral. Subject to the terms of this Agreement, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Administrative Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Administrative Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: First Lien Security Agreement (Global Eagle Entertainment Inc.), First Lien Security Agreement (Global Eagle Entertainment Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Closing Date, Schedule II (as the same may be amended from time to time) correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests owned by such Grantor Interests, debt securities and (ii) all the Pledged Debt Securities owned by such Grantorpromissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (with respect to any Pledged Stock or Pledged Debt Securities not issued by a Loan Party or a Subsidiary thereof to the best of such Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representationsgenerally and subject to general principals of equity, insofar as they relate to the Pledged Debt Securities issued by regardless of whether considered in a Person other than the Parent Borrower proceeding in equity or any Subsidiary, are made to the knowledge of the Grantorsat law;
(c) except for the security interests granted hereunder and (or the Liens permitted under any other Loan DocumentsSection 6.02 of the Credit Agreement), each of the Grantors Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 any of the Credit Agreement and transfers foregoing made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will defend its title or interest thereto or therein against cause any and all Liens (other than Pledged Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Liens created by this Agreement Collateral Agent and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpledged or assigned hereunder;
(d) except for restrictions and limitations imposed by the Loan Documents or Documents, securities laws generallygenerally or except to the extent permitted under Section 6.06(b) of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or any contractual restriction of any nature nature, that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Grantor (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; andcontemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than any Lien created or permitted by the Loan Documents), however arising, of all persons whomsoever;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than (i) such as have been obtained and are in full force and effect and (ii) filing of Uniform Commercial Code financing statements);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any Pledged Securities (accompanied by undated stock powers duly executed in blank or other undated instruments of transfer satisfactory to the Collateral Agent and duly executed in blank) are delivered to the Administrative Collateral Agent in accordance with this Agreement and upon completion of the filing of Uniform Commercial Code financing statements in each governmental, municipal or other office specified on Schedule 3.18
(a) to the Credit Agreement (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings required by Sections 5.06 or 5.12 of the Credit Agreement), the Administrative Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Obligations and, subject to the Intercreditor Agreement, such lien and security interest will be prior to all other Liens on such Pledged Securities except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Pledged Securities by operation of law; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein and, subject to Section 5.15 of the Credit Agreement, all action by any Grantor necessary or desirable to perfect the Lien on the Pledged Collateral has been duly taken.
Appears in 2 contracts
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Guarantee and Collateral Agreement (Sportsmans Warehouse Holdings Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true includes all Equity Interests, debt securities and complete list, with respect promissory notes required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and issued by the Pledged Debt Securities Borrower or a wholly-owned Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and non-assessable (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsif applicable);
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as to be owned by such Grantor, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if reasonably requested by the Administrative Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) as of the Closing Date, except for restrictions and limitations (i) imposed or permitted by the Loan Documents Documents, the First Lien Loan Documents, Contractual Obligations permitted pursuant to Section 7.09 of the Credit Agreement, or securities laws generally, (ii) imposed by the Communications Act with respect to any proposed transfer of control or assignment of a FCC Authorization, and (iii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests and, to the extent issued by Holdings or any Subsidiaryin such Persons (but not entered into in contemplation thereof), the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, by-law charter or other organizational document bylaw provisions or contractual restriction of any nature that might could reasonably be expected to prohibit, impair, delay or otherwise affect affect, in each case, in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate or limited liability company powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate action or contemplated; andother organizational action;
(f) no approval, consent, exemption, authorization or other action, filing, notice or registration is necessary to ensure the validity of the pledge effected hereby, except for (i) approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (or release existing Liens) under applicable U.S. law, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect;
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Securities are delivered Equity to and continued possession by the Administrative Agent in accordance with this Agreementthe State of New York, the Administrative Agent will obtain (for the benefit of the Secured Parties) has a legal, valid and perfected second-priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Equity as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC, subject only to the provisions of the Closing Date Intercreditor Agreement, Liens permitted by Section 7.01 of the Credit Agreement and the Enforcement Qualifications;
(h) by virtue of (i) the filing of UCC financing statements or other appropriate filings, recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in the applicable filing office, in each case, as required by the Collateral and Guarantee Requirement and Section 6.11 of the Credit Agreement and (ii) delivery of the Pledged Debt to and continued possession of the Pledged Debt by the Administrative Agent in the State of New York, the Administrative Agent (for the benefit of the Secured Parties) has a legal, valid and perfected second-priority security interest in respect of all Collateral in which the Security Interest in the Pledged Debt may be perfected by filing or recording in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or by possession of the Pledged Debt (subject, in each case, to the Enforcement Qualifications); and
(i) subject to the terms of the Intercreditor Agreements, the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights set forth herein of the Administrative Agent in the Pledged Collateral. Subject to the terms of this Agreement and the Intercreditor Agreements, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Administrative Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Administrative Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Second Lien Security Agreement (Global Eagle Entertainment Inc.), Second Lien Security Agreement (Global Eagle Entertainment Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true includes all Pledged Equity and complete list, with respect Pledged Debt required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantorhereunder;
(b) To the extent issued by a Grantor or any of its Subsidiaries, all such Pledged Equity Interests and the such Pledged Debt Securities have has been duly and validly authorized and issued by the issuers issuer(s) thereof and are (i) in the case of such Pledged Equity InterestsEquity, are fully paid and nonassessable (other than with respect to Pledged Equity consisting of membership interests limited liability companies to the extent provided in Section 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of such Pledged Debt SecuritiesDebt, are legal, the valid and legally binding obligations of the issuers issuer(s) thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is and, subject to any transfers made in compliance with or permitted by the Credit Agreement, will continue to be be, the direct owner, beneficially and of record, of the Pledged Securities Equity indicated opposite such Grantor’s name on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than Liens created by the Collateral Documents or permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than assignments, pledges, hypothecations and transfers permitted by the Credit Agreement or Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 7.01 of the Credit Agreement), however arising, of all Persons whomsoever;; and
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery performance by the Grantors of this AgreementAgreement are within each Grantor’s corporate, when any Pledged Securities are delivered limited liability or limited partnership power, as applicable, and have been duly authorized by all necessary corporate, limited liability or limited partnership action or other organizational action, as applicable. Subject to the Administrative terms of this Agreement and to the extent permitted by Applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in accordance with such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the Administrative Agent will obtain a legalextent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, valid and perfected lien upon and or from any requirement to take any action to perfect any security interest in such favor of the Collateral Agent in the Pledged SecuritiesCollateral, free of the representations, warranties and covenants made by any adverse claims, under the New York UCC relevant Grantor in this Agreement with respect to the extent such lien and creation, perfection or priority (as applicable) of the security interest may be created and perfected under the New York UCC, as security for the payment and performance granted in favor of the Secured ObligationsCollateral Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: u.s. Security Agreement (Gates Global Inc.), u.s. Security Agreement (St. Augustine Real Estate Holding LLC)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Pledged Equity Interests owned by such Grantor and requirements of the Secured Agreements, or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 3.02(b);
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit AgreementSecured Agreements, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement Secured Agreements and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Loan Documents and any Secured Agreement to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents Secured Agreements or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Secured Agreements, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this AgreementAgreement and the Foreign Pledge Agreements, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary or any foreign stock covered by a Foreign Pledge Agreement) are delivered to the Administrative Agent Agent, for the ratable benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledge Securities is filed in the appropriate filing office, the Administrative Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Securities under the New York UCC, subject only to Liens permitted under the Secured Agreements, as security for the payment and performance of the Secured Obligations;
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that is has received notice of the security interest granted hereunder;
(i) as of the Closing Date, none of the Equity Interests in limited liability companies or partnerships that is pledged by the Pledgors hereunder constitutes a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction; and
(j) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar agreement) or partnership agreement of any Subsidiary of any Loan Party whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Loan Party shall have first delivered 10 days written notice to the Administrative Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Administrative Agent to maintain the security interest of the Administrative Agent therein as a valid, perfected, first priority security interest.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Verso Paper Corp.), Guarantee and Collateral Agreement (Verso Paper Corp.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Security Agent, for the benefit of the Secured Parties, that:
(a) Schedule II correctly sets forth, as of the Effective Funding Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all of the Equity Interests owned by such Grantor in any Subsidiary and required to be pledged hereunder on the Funding Date, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof so represented by the Pledged Equity Interests owned by such Grantor and the number of each certificate representing the same and (ii) all the Pledged Debt Securities promissory notes owned by such Grantoreach Grantor and required to be pledged hereunder on the Funding Date;
(b) the Pledged Equity Interests and the Pledged Debt Securities Securities, in each case issued by Subsidiaries, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws affecting creditor’s creditors’ rights generally; provided that the foregoing representationsgenerally and subject to general principles of equity, insofar as they relate to the Pledged Debt Securities issued by regardless of whether considered in a Person other than the Parent Borrower proceeding in equity or any Subsidiary, are made to the knowledge of the Grantorsat law;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any sales, transfers or other dispositions, and mergers, consolidations and amalgamations, made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, Liens (other than Permitted Liens permitted pursuant to Section 6.02 of and other Liens contemplated in the Credit Agreement and transfers made in compliance with the Credit Intercreditor Agreement), (iii) except for Liens contemplated in the Intercreditor Agreement, will make no further assignment, pledge, hypothecation not pledge or transfer ofhypothecate, or otherwise create or permit to exist any security interest in or other a consensual Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents Agreement, Permitted Liens and Liens permitted pursuant to Section 6.02 of contemplated in the Credit Intercreditor Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents Documents, the Term Loan Credit Documents, the Permitted Notes Documents, the Intercreditor Agreement or applicable laws (including securities laws laws) generally, and expect for the requirement in the articles or other constating documents of any Canadian Subsidiary for the approval of the directors and/or shareholders of such Canadian Subsidiary for any transfers of its shares, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to (i) any option, right of first refusal, shareholders agreement, charter, agreement or charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay (except pursuant to any applicable notice or like provisions) or otherwise adversely affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Security Agent of its rights and remedies hereunderhereunder with respect thereto, or (ii) any other contractual restriction of any nature that might prohibit the pledge of such Pledged Collateral hereunder or prohibit or in any material manner impair, delay or otherwise adversely affect the sale or disposition of such Pledged Collateral pursuant hereto or the exercise by the Security Agent of its rights and remedies hereunder with respect thereto;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Security Agent or Prior Agent in accordance with this Agreement and the Intercreditor Agreement, the Administrative Security Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the U.S. Secured Obligations; and
(h) the pledge effected hereby is, subject to the terms of the Intercreditor Agreement, effective to vest in the Security Agent, for the benefit of the Secured Parties, the rights of the Security Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Agent, for the benefit of the Secured Parties, that:
(a) Schedule I correctly sets forth correctly sets forth, as of the Fourth Restatement Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned (other than such as may arise from ordinary course intercompany cash management obligations) constituting Indebtedness for borrowed money owed to any Grantor by any Person that is not a Grantor having a principal amount in excess of $10 million individually owed to such Grantor;
(b) the Pledged Equity Interests and the Pledged Debt Securities (solely with respect to Pledged Debt issued by a Person other than Holdings or any of its Subsidiaries, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsEquity, are is fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except (solely with respect to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower Holdings or any Subsidiaryof its Subsidiaries, are made to the knowledge best of each Grantor’s knowledge), is the Grantorslegal, valid and binding obligation of each issuer thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing;
(c) except for as of the security interests granted hereunder and under any other Loan DocumentsFourth Restatement Effective Date, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II I as directly owned by such Grantor, Grantor and (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to not prohibited by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 6.2 of the Credit Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or not prohibited by the terms of the Credit Agreement, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); and
(fg) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement and the pledge of the Pledged Collateral pledged by such Grantor pursuant hereto create a legal, valid, enforceable and first-priority (subject, as to priority, to Liens not prohibited by Section 6.2 of the Credit Agreement) security interest in such Pledged Collateral and (i) in the case of Pledged Securities, when any upon the earlier of (x) delivery of such Pledged Securities are delivered to the Administrative Agent in accordance with this AgreementAgreement and (y) the filing of the applicable Uniform Commercial Code financing statements described in Section 3.01(b) and (ii) in the case of all other Pledged Collateral, upon the filing of the applicable Uniform Commercial Code financing statements described in Section 3.01(b), shall create a perfected security interest in favor of the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security (for the payment and performance benefit of the Secured ObligationsParties) in respect of such Pledged Collateral.
Appears in 2 contracts
Samples: Pledge and Security Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Agent, for the ratable benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes or instruments evidencing Indebtedness required to be (i) pledged in order to satisfy the Pledged Equity Interests owned by such Grantor and requirements of the Loan Documents, or (ii) all the Pledged Debt Securities owned by such Grantordelivered pursuant to Section 3.02(b);
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such Subsidiary, to the best of each Pledgor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable (other than with respect to Pledged Stock consisting of membership interests of limited liability companies to the extent provided in Sections 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Pledgor’s knowledge) are legal, valid and binding obligations of the issuers thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit AgreementLoan Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement Loan Documents and transfers made in compliance with the Credit Agreement, other than Permitted Liens and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the ABL Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Loan Documents, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock (other than partnership interests) is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the perfection or maintenance of the Liens created hereunder or the exercise by the Trustee or any Secured Party of its rights hereunder or the remedies in respect of the Collateral, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such actions, consents, approvals, registrations and filings as have been made or obtained and are in full force and effect and (e) such actions, consents, approvals, registrations and filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect;
(g) by virtue of the execution and delivery by the Grantors Pledgors of this AgreementAgreement and the Foreign Pledge Agreements, when any Pledged Securities (including Pledged Stock of any Domestic Subsidiary or any foreign stock covered by a Foreign Pledge Agreement) are delivered to the Administrative Agent Agent, for the ratable benefit of the Secured Parties, in accordance with this AgreementAgreement and a financing statement covering such Pledge Securities is filed in the appropriate filing office, the Administrative Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected Securities under the New York UCC, subject only to Liens permitted under the Loan Documents, as security for the payment and performance of the Secured Obligations;
(h) each Pledgor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest granted hereunder;
(i) as of the Closing Date, none of the Equity Interests in limited liability companies or partnerships that is pledged by the Pledgors hereunder constitutes a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction; and
(j) the Pledgors shall not amend, or permit to be amended, the limited liability company agreement (or operating agreement or similar agreement) or partnership agreement of any Subsidiary of any Loan Party whose Equity Interests are, or are required to be, Collateral in a manner to cause such Equity Interests to constitute a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction unless such Loan Party shall have first delivered 10 days written notice to the Administrative Agent and shall have taken all actions contemplated hereby and as otherwise reasonably required by the Administrative Agent to maintain the security interest of the Administrative Agent therein as a valid, perfected, first priority security interest.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Pledgor represents and severally representwarrants to, warrant and covenant to and with covenants with, the Administrative Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units shares of each class of the Equity Interests of the issuer thereof represented by the such Pledged Stock and includes all Equity Interests of each Foreign Subsidiary directly owned by such Grantor and (ii) all each Pledgor on the Pledged Debt Securities owned by such Grantordate hereof, other than the Excluded Securities;
(b) the Pledged Equity Interests and Stock, to the Pledged Debt Securities best of each Pledgor’s knowledge, have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder (and under any other Loan Documentsthose securing Second-Priority Lien Obligations), each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit AgreementPermitted Liens, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged CollateralStock, other than Liens permitted pursuant to Section 6.02 of a transaction permitted by the Credit Agreement and transfers made in compliance with the Credit Agreementother than Permitted Liens, and (iv) subject to the rights of such Pledgor under the Credit Documents to dispose of Pledged Stock, will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit AgreementPermitted Liens), however arising, of all Persons whomsoeverpersons;
(d) other than as set forth in the Credit Agreement or the schedules thereto or in the Second-Priority Lien Obligations Documents and except for restrictions and limitations imposed by the Loan Credit Documents, the Second-Priority Lien Obligations Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Stock is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law law, memorandum of association or other organizational document articles of association provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunderhereunder other than under applicable Requirements of Law;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral Stock pledged by it hereunder in the manner hereby done or contemplated; and;
(f) other than as set forth in the Credit Agreement or the schedules thereto or in the Second-Priority Lien Obligations Documents, no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement and the Senior Lien Intercreditor Agreement, when any Pledged Securities are Stock is delivered to the Administrative Agent Applicable Agent, for the benefit of the Secured Parties, in accordance with this Agreement and the Senior Lien Intercreditor Agreement, and a financing statement in respect of the Administrative Pledged Stock is filed in the appropriate filing office, the Agent will obtain obtain, for the benefit of the Secured Parties, a legal, valid and perfected (except for any Equity Interests with respect to which, in the reasonable judgment of the Applicable Agent and the Borrower evidenced in writing delivered to the Agent, the costs or other consequences of perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom) lien upon and security interest in such Pledged Stock, subject only to Permitted Liens, as security for the payment and performance of the Obligations;
(h) the pledge effected hereby is effective to vest in the Agent, for the benefit of the Secured Parties, the rights of the Agent in the Pledged Stock as set forth herein; and
(i) if the sale of the Equity Interests of El Paso E&P S. Alamein Cayman Company pursuant to the Egypt Purchase Agreement has not been consummated by the 91st day after the date hereof, the Borrower shall, within 10 Business Days following such 91st day, file a financing statement in respect of such Equity Interests in the appropriate state filing office so that the Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged SecuritiesEquity Interests, free of any adverse claims, under the New York UCC subject only to the extent such lien and security interest may be created and perfected under the New York UCCPermitted Liens, as security for the payment and performance of the Secured Obligations.
Appears in 2 contracts
Samples: Pledge Agreement (MBOW Four Star, L.L.C.), Credit Agreement (MBOW Four Star, L.L.C.)
Representations, Warranties and Covenants. The Grantors Pledgors, jointly and severally severally, represent, warrant and covenant to and with the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, that:
(a) Schedule II correctly sets forth as of the Effective DateClosing Date the (x) name and jurisdiction of each issuer of, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the ownership interest (including percentage owned and number of the issued and outstanding units shares or units) of each class of the Equity Interests of the issuer thereof represented by Pledgor in, the Pledged Equity Interests owned by such Grantor Stock and (iiy) all amount and obligor under the Material Pledged Debt Securities owned by such GrantorSecurities;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such Subsidiary, to each Pledgor's knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt SecuritiesSecurities (solely with respect to Pledged Debt Securities issued by a person that is not a Subsidiary of Holdings or an Affiliate of any such Subsidiary, to each Pledgor's knowledge) are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such GrantorPledgor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant to a transaction permitted by the Credit Agreement and other than Liens permitted pursuant to under Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to the rights of such Pledgor under the Loan Documents to dispose of Pledged Collateral, will defend its title or interest thereto hereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to under Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoeverpersons;
(d) except for restrictions and limitations imposed by the Loan Documents or Documents, securities laws generally, the laws of any applicable foreign jurisdiction (with respect to Pledged Equity Interests and, Collateral pledged after the Closing Date) or otherwise permitted to exist pursuant to the extent issued by Holdings or any Subsidiaryterms of the Credit Agreement, (i) the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, assignable and (ii) none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors Pledgor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) except for consents or approvals required by laws of any applicable foreign jurisdiction (with respect to Pledged Collateral pledged after the Closing Date), no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
(g) by virtue of the execution and delivery by the Grantors Pledgors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, in accordance with this Agreement, the Administrative Collateral Agent will obtain obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Securities as security for the payment and performance of the Guaranteed Obligations under the New York UCC, except, in the case of Pledged Securities delivered after the Closing Date, as provided by the laws of any applicable foreign jurisdiction and subject to Liens permitted by the Credit Agreement; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured ObligationsParties, the rights of the Pledgors in the Pledged Collateral as set forth herein, except as provided by the laws of any applicable foreign jurisdiction (with respect to Pledged Collateral pledged after the Closing Date).
Appears in 2 contracts
Samples: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants, covenants and severally represent, warrant agrees for and covenant to on behalf of itself on and with the Administrative Agent, for the benefit as of the Secured Parties, thatdate hereof as follows:
(a) as Such Grantor is now the sole owner of the Effective DateCollateral, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantorexcept for Permitted Liens;
(b) the Pledged Equity Interests Such Grantor's chief executive office and the Pledged Debt Securities have been duly office where the Grantor keeps its books and validly authorized and issued by records relating to the issuers thereof and Collateral, is located at the address set forth on Schedule A attached hereto.
(c) Upon (i) in the case delivery to Secured Party of Pledged Equity Interestsany Collateral consisting of instruments or other collateral possession of which is required for perfection, are fully paid and nonassessable and (ii) the filing of proper financing statements on form UCC-1 (or other comparable form) in the case appropriate filing offices, (iii) the filing of Pledged Debt Securitiesany notices of a security interest in the appropriate filing offices, are legaland (iv) the taking by the Secured Party of any other actions that may be required at law for the purpose of perfecting a security interest in intellectual property, valid the Secured Party will obtain a valid, enforceable first priority perfected lien and binding obligations of security interest in the issuers thereof, Collateral except to the extent that enforceability of any Permitted Liens permitted hereby or under the Exchange Agreement.
(d) During the term of this Agreement, such obligations may be limited by applicable bankruptcyGrantor will not create, insolvencyincur, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate assume or permit to the Pledged Debt Securities issued by a Person other than the Parent Borrower or exist any Subsidiary, are made to the knowledge Lien on any of the Grantors;
(c) Collateral, except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit security interest granted under the Exchange Agreement and this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant Permitted Licenses to Permitted Licensses in accordance with Section 6.02 5.12 of the Credit Agreement and transfers made in compliance with the Credit Exchange Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Permitted Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than security interests which are subordinated to the Liens created security interests granted by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 Exchange Agreement. Furthermore, during the term of this Agreement, such Grantor will not transfer any interest in the Credit Collateral except as set forth in the Exchange Agreement), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) To its knowledge, each of the Grantors issued Patents are in full force and effect and have not elapsed, expired or otherwise terminated. No Grantor has received any written notice relating to the power lapse, expiration or other termination of any of the issued Patents, or alleging that, and authority such Grantor has not received any written legal opinion that alleges that an issued Patent is invalid or unenforceable;
(f) Upon request by Secured Party, such Grantor shall deliver to pledge Secured Party within thirty (30) days of the Pledged Collateral pledged last day of each fiscal quarter, a report signed by it hereunder such Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that such Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Such Grantor shall promptly advise Secured Party of any material change in the manner hereby done composition of the Collateral, including but not limited to any subsequent ownership right of the Grantor in or contemplatedto any Trademark, Patent or Copyright not specified in this Agreement;
(g) Such Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Secured Party may reasonably request from time to time to perfect or continue the perfection of Secured Party’s interest in the Collateral. Such Grantor shall give Secured Party notice of all such applications or registrations; and
(fh) by virtue Such Grantor shall not enter into any agreement that would materially impair or conflict with such Grantor’s obligations hereunder without Secured Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Such Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that would prevent the execution and delivery by the Grantors creation of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of Grantor’s rights and interests in any adverse claims, under property included within the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance definition of the Secured ObligationsCollateral acquired under such contracts.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (Cibus Global, Ltd.), Intellectual Property Security Agreement (Cibus Global, Ltd.)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true includes all Equity Interests, debt securities and complete list, with respect promissory notes required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor hereunder in any Subsidiary order to satisfy the Collateral and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorGuarantee Requirement;
(b) the Pledged Equity Interests and issued by the Pledged Debt Securities Borrower or a wholly owned Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantorsnonassessable;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is andis, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities Equity indicated on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than Liens created by the Collateral Documents or permitted pursuant to Section 6.02 7.01 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iviii) if requested by the Collateral Agent, will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to this Section 6.02 of the Credit Agreement2.03(c)), however arising, of all Persons whomsoever;
(d) except for restrictions and limitations (i) imposed or permitted by the Loan Documents or securities laws generallygenerally or (ii) described in the Perfection Certificate, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be Collateral is freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be Collateral is subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the execution and performance by the Grantors has the power of this Agreement are within each Grantor’s corporate. limited liability or limited partnership powers and authority to pledge the Pledged Collateral pledged have been duly authorized by it hereunder in the manner hereby done all necessary corporate, limited liability or contemplated; andlimited partnership action or other organizational action;
(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to the Collateral and Guarantee Requirement);
(g) by virtue of the execution and delivery by the Grantors each Grantor of this Agreement, when any and delivery of the Pledged Securities are delivered to and continued possession by the Administrative Collateral Agent in accordance with this Agreementthe State of New York, the Administrative Collateral Agent will obtain for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, Security as security for the payment and performance of the Secured ObligationsObligations to the extent such perfection is governed by the UCC; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral to the extent intended hereby. Subject to the terms of this Agreement and to the extent permitted by Applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in the Pledged Collateral (including the Equity Interests of Immaterial Subsidiaries), the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (SeaWorld Entertainment, Inc.)
Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as of the Effective Date, Schedule II correctly sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests owned by such Grantor of Subsidiaries (and (iiwith respect to Foreign Subsidiaries 65% of the voting Equity Interest of Foreign Subsidiaries) and all the Pledged Debt Securities owned by such Grantordebt securities and promissory notes required to be pledged hereunder;
(b) the Pledged Equity Interests Stock and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity InterestsStock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, to the best knowledge of the relevant Grantors, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit AgreementIndenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Liens permitted pursuant to by Section 6.02 4.12 of the Credit Agreement and transfers made in compliance with the Credit AgreementIndenture, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement and Liens permitted pursuant to by Section 6.02 4.12 of the Credit Agreement Indenture and assignments and transfers made in compliance with permitted under Section 4.10 of the Credit AgreementIndenture, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens Lien created by this Agreement and the other Loan Documents and Liens permitted pursuant to by Section 6.02 4.12 of the Credit AgreementIndenture), however however, arising, of all Persons whomsoever;
(d) except for restrictions and limitations imposed by the Loan Notes Documents or securities laws generallygenerally or otherwise permitted to exist pursuant to the terms of the Indenture, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter, charter or by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Collateral Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and;
(f) by virtue [Reserved];
(g) this Agreement is effective to create in favor of the execution and delivery by Collateral Agent, for the Grantors benefit of this Agreementthe Secured Parties, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and enforceable security interest in such Pledged Securitiesthe Collateral; and
(h) the pledge effected hereby is effective to vest in the Collateral Agent, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance benefit of the Secured ObligationsParties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
Appears in 2 contracts
Samples: Collateral Agreement (American Media Inc), Collateral Agreement (American Media Inc)
Representations, Warranties and Covenants. The Grantors jointly Each Grantor represents, warrants and severally represent, warrant and covenant covenants to and with the Administrative Collateral Agent, for the benefit of the Secured Parties, that:
(a) as As of the Effective Datedate hereof, Schedule II sets forth a true includes all Pledged Equity and complete list, with respect Pledged Debt required to each Grantor, of (i) all the Equity Interests owned be pledged by such Grantor in any Subsidiary and on the percentage of date hereof under the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such GrantorCredit Agreement;
(b) To the extent issued by a Grantor or any of its Subsidiaries, all such Pledged Equity Interests and the such Pledged Debt Securities have has been duly and validly authorized and issued by the issuers issuer(s) thereof and are (i) in the case of such Pledged Equity InterestsEquity, are fully paid and nonassessable (other than with respect to Pledged Equity consisting of membership interests limited liability companies to the extent provided in Section 18-502 and 18-607 of the Delaware Limited Liability Company Act) and (ii) in the case of such Pledged Debt SecuritiesDebt, are legal, the valid and legally binding obligations of the issuers issuer(s) thereof, except subject to the extent that enforceability effects of such obligations may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors’ rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by general equitable principles (whether considered in a Person other than the Parent Borrower proceeding at law or any Subsidiary, are made to the knowledge in equity) and an implied covenant of the Grantorsgood faith and fair dealing;
(c) except for the security interests granted hereunder and under any other Loan Documentshereunder, each of the Grantors such Grantor (i) is and, subject to any transfers made in compliance with or permitted by the Credit AgreementIndenture, will continue to be be, the direct owner, beneficially and of record, of the Pledged Securities Equity indicated opposite such Grantor’s name on Schedule II as owned by such GrantorII, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of created by the Credit Agreement Collateral Documents or Permitted Liens and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement assignments, pledges, hypothecations and transfers made in compliance with permitted by the Credit Agreement, and (iv) will defend its title Indenture or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;Permitted Liens; and
(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;
(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and
(f) by virtue of the execution and delivery performance by the Grantors of this AgreementAgreement are within each Grantor’s corporate, when any Pledged Securities are delivered limited liability or limited partnership power, as applicable, and have been duly authorized by all necessary corporate, limited liability or limited partnership action or other organizational action, as applicable. Subject to the Administrative terms of this Agreement and to the extent permitted by Applicable Law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent with respect to the Equity Interests in accordance with such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests. Notwithstanding anything to the contrary in this Agreement, to the Administrative Agent will obtain a legalextent any provision of this Agreement or the Indenture excludes any assets from the scope of the Pledged Collateral, valid and perfected lien upon and or from any requirement to take any action to perfect any security interest in such favor of the Collateral Agent in the Pledged SecuritiesCollateral, free of the representations, warranties and covenants made by any adverse claims, under the New York UCC relevant Grantor in this Agreement with respect to the extent such lien and creation, perfection or priority (as applicable) of the security interest may be created and perfected under the New York UCC, as security for the payment and performance granted in favor of the Secured ObligationsCollateral Agent (including, without limitation, this Section 2,03) shall be deemed not to apply to such excluded assets.
Appears in 2 contracts
Samples: u.s. Second Lien Notes Security Agreement (Gates Global Inc.), u.s. Second Lien Notes Security Agreement (Gates Engineering & Services FZCO)
