The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, all of such Pledgor's right, title and interest in the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"): (a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by such Pledgor, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock"); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; (c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger; (d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and (e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement --------------------------- (f) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full ---------- when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Parent Guarantor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Parent Guarantor's right, title and interest in the following property, whether now owned by such Pledgor the Parent Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):): ----------
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by such Pledgor, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor the Parent Guarantor in the Missouri LLCBorrower, all certificates certificates, (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Operating Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC Borrower and all of its ownership interests under the Missouri LLC Operating Agreement), and all present and future rights of such Pledgor the Parent Guarantor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Operating Agreement, now or hereafter owned by such Pledgorthe Parent Guarantor (including, without limitation, any rights relating to Preferred Membership Interests), in each case together with any certificates evidencing the same (collectively, the "Pledged LLC InterestsInterest"); and--------------------
(eb) all Affiliate Subordinated Indebtedness held by the balance from time to time Parent Guarantor, and all instruments (as defined in the Collateral AccountUniform Commercial Code) evidencing such Affiliate Subordinated Indebtedness (herein collectively called "Instruments"); and Subsidiary Pledge Agreement --------------------------------------
(fc) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 foregoing (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Parent Guarantor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Credit Agreement (Mediacom LLC)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor whether now existing or hereafter from time to time arising, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, (and hereby confirms and continues the pledge and grant under the Existing Pledge Agreement as amended and restated hereby of) a security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Company's right, title and interest in the following property, whether now owned by such Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):), to the Collateral Agent for the benefit of the Secured Parties as hereinafter provided:
(a) the shares of Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgorthe Company, in each case together with the certificates certificate or certificates, if any, evidencing the same (collectively, the "Pledged Stock");.
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Company under any provision prohibiting such action hereunderhereunder or under any Debt Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
, but only if such successor corporation is a Foreign Subsidiary owned directly by the Company or any Domestic Subsidiary (dthe Pledged Stock, together Pledge Agreement with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) the ownership interests of such Pledgor in the Missouri LLC, all certificates or (if anyb) representing or evidencing such ownership interests above and all right, title and interest in, to and under the Missouri LLC Agreement this clause (including without limitation all of the right, title and interest (if anyc) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, being herein collectively called the "Pledged LLC InterestsStock Collateral"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fd) all proceeds Proceeds of and to any of the property of such Pledgor the Company described in the preceding foregoing clauses (a), (b) and (c) of this Section 3 3; provided that, notwithstanding anything herein to the contrary, (includingi) the shares of voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the issued and outstanding voting Capital Stock of such Issuer and (ii) if shares of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and the Company notifies the Administrative Agent in writing that the creation or continuation of such pledge, as the case may be, could have adverse tax consequences for the Company, then (y) with respect to shares that have not yet been pledged hereunder, the Company shall have no obligation to pledge such shares hereunder and such shares shall not constitute Pledged Stock and (z) with respect to shares pledged hereunder prior to such notice from the Company, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Collateral Agent is hereby authorized, without limitation, all causes of action, claims and warranties now or hereafter held further action by any Pledgor in respect of other Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any of recourse, warranty or representation whatsoever, the items listed abovecertificate(s) and, for such shares and any related stock power theretofore delivered to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papersCollateral Agent hereunder).
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Obligor hereby pledges and grants to the Administrative Holdings Collateral Agent, for the benefit of the Lenders as hereinafter providedSecured Parties, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Obligor's right, title and interest in the following property, whether now owned by such Pledgor the Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Holdings Pledged Collateral"):
(a) the shares of Capital Stock of the Issuers represented by the certificates membership interests in Midwest identified in Annex 1 hereto under the name of such Pledgor and all or other shares of capital stock ownership interests of whatever class or character of the IssuersMidwest, now or hereafter owned by such Pledgorthe Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged StockInterests");
(b) all sharesmembership interests, stock, securities, moneys or property representing a dividend on any of the Pledged StockInterests, or representing a distribution or return of capital upon or in respect of the Pledged StockInterests, or resulting from a split-up, revision, reclassification or other like any change of the Pledged Stock Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged StockInterests;
(c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer Midwest is not the surviving corporationentity, all shares ownership interests of each any class of the capital stock or character of the successor corporation (unless such successor corporation is such Pledgor itself) entity formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fd) all proceeds of and to any of the property of such Pledgor the Obligor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Obligor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Midwest Generation LLC)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's the Parent’s right, title and interest in the following property, whether now owned by such Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to herein as "“Collateral"”):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such PledgorForeign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates evidencing representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the "“Pledged Stock"”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Parent under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor the Parent itself) formed by or resulting from such consolidation or mergermerger (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder);
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests Pledged LLC Interests and all right, title and interest of the Parent in, to and under the Missouri any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri relevant LLC Issuers and all of its ownership interests under the Missouri each relevant LLC Agreement), and all present and future rights of such Pledgor the Parent to receive payment of money or other distribution distributions of payments arising out of or in connection with its ownership interests and its rights under the Missouri each such LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); andParent;
(e) intercompany obligations of foreign Subsidiaries owing to the Parent;
(f) the Collateral Account and the balance and all items from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------;
(fg) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of such Pledgor the Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. Notwithstanding the foregoing, the Collateral shall not include, and the Liens created under this Section 3.01 shall not encumber, the shares of Capital Stock of (i) Iron Mountain India Private Limited and (ii) Iron Mountain Services Private Limited. For the avoidance of doubt, the Parent shall be required to pledge non-Voting Stock of the Issuers.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment ---------- in full when due (whether at stated maturity, by acceleration or otherwise) ), of the Secured Obligations, each the Pledgor hereby mortgages, assigns, pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, Pledgees a security interest in, to and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, under all of such the Pledgor's right, title and interest in the following property, whether now owned by such the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):): ----------
(a) the shares of Capital Stock capital stock of the Issuers represented Issuer identified on Annex 1 ----- hereto evidenced by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by such the Pledgor, together with, in each case together with case, the certificates evidencing representing the same (collectively, the "Pledged StockShares");; --------------
(b) all shares, securities, moneys money or property representing a dividend on any of the Pledged StockShares, or representing a distribution or return of capital upon or in respect of the Pledged StockShares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Shares or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged StockShares;
(c) without affecting the obligations of such the Pledgor or the Company under any provision prohibiting such action hereunderhereunder or under the Note, in the event of any consolidation consolidation, merger or merger amalgamation in which an any Issuer of the Pledged Shares is not the surviving corporation, all shares of each class of in the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) corporation, formed by or resulting from such consolidation consolidation, merger or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests")amalgamation; and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fd) all proceeds of and to any of the property of such the Pledgor described in the preceding clauses of (a) through (c) above in this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in respect of any of the items listed above) and, to the ------- extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Pledge Agreement (Immunex Corp /De/)
The Pledge. As continuing collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Guarantor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders Saskco as hereinafter provided, and hereby continues the original pledge and grant by Atcor Resources Ltd. of, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Guarantor's right, title and interest in the following property, whether now owned by such Pledgor the Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "CollateralCOLLATERAL"):
(a) the shares of Capital Stock common stock of the Issuers Canadian Forest, without par value, represented by the certificates identified in Annex certificate No. 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the IssuersCanadian Forest, now or hereafter owned by such Pledgorthe Guarantor, in each case together with the certificates evidencing the same (collectively, the "Pledged StockPLEDGED STOCK");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Guarantor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer Canadian Forest is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor the Guarantor itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------and
(fe) all proceeds of and to any of the property of such Pledgor the Guarantor described in the preceding clauses of this Section 3 4 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Guarantor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.. GUARANTEE AND PLEDGE AGREEMENT
Appears in 1 contract
Samples: Guarantee and Pledge Agreement (Canadian Forest Oil LTD)
The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured ObligationsObligations now existing or hereafter arising, each the Pledgor hereby pledges and grants to the Administrative Agent, Collateral Agent for the benefit of the Lenders Secured Parties as hereinafter provided, a lien on and security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, all of such Pledgor's the Xxxxxxx'x right, title and interest in in, to and under the following propertyfollowing, whether now owned by such the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as "CollateralCOLLATERAL"):
(a) the shares of Capital Stock membership interests of the Issuers represented by the certificates Borrower identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock ownership interests of whatever class or character of the IssuersBorrower, now owned or hereafter owned acquired by such the Pledgor, in each case together with the certificates all certificates, if any, evidencing the same (collectively, the "Pledged StockPLEDGED INTERESTS");
(b) all certificates, shares, securities, moneys moneys, membership interests, stock or property other Property representing a dividend or distribution on any of the Pledged StockInterests or other Ownership Collateral, or representing a distribution or return of capital upon or in respect of any of the Pledged StockInterests or other Ownership Collateral, or resulting from a split-up, revision, reclassification or other like change of any of the Pledged Stock Interests or other Ownership Collateral or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Pledged StockInterests or other Ownership Collateral;
(c) without prejudice to Section 8.02, 8.12 or 8.25 of the Credit Agreement and without affecting the obligations of such the Pledgor or the Borrower under any provision prohibiting such action hereunderunder any Financing Document or any other Transaction Document, in the event of any consolidation or merger in which an Issuer the Borrower is not the surviving corporation, entity: (i) all shares ownership interests of each any class of the capital stock or character of the successor corporation entity (unless such successor corporation entity is such Pledgor the Borrower itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor merger received in the Missouri LLCconsideration of, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectivelyexchange for, the "Pledged LLC Interests"); and
Collateral described in paragraphs (ea) the balance from time to time in the Collateral Accountand (b) above; and Subsidiary Pledge Agreement ---------------------------
(fii) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 other consideration (including, without limitation, all causes personal property, tangible or intangible) received in exchange Pledge Agreement for such Collateral (the Pledged Interests, together with all other certificates, shares, securities, moneys, membership interests, stock or other Property as may from time to time be pledged hereunder pursuant to paragraph (a) or (b) above and this paragraph (c) and the proceeds of action, claims and warranties now or hereafter held by to any Pledgor in respect of any of the items listed above) such property and, to the extent related to any such property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, being herein collectively called the "OWNERSHIP COLLATERAL");
(i) all of Pledgor's right, title and interest (x) under the LLC Agreement, including all voting and management rights and all rights to grant and withhold consents and approvals, and (y) regarding access to and inspection and use of all books and records, including computer software and computer software programs, of the Borrower, and (ii) all other rights, interests, property or claims to which the Pledgor may be entitled in its capacity as member of the Borrower; and
(e) all proceeds of any of the foregoing; provided, however, any distributions, payments or releases (whether in the form of cash, instruments or otherwise) properly made by the Borrower to the Pledgor pursuant to Section 8.13 of the Credit Agreement shall automatically be released from the Lien granted hereunder and shall no longer be part of the Collateral upon the making of such distribution, payment or release.
Appears in 1 contract
The Pledge. As (a) The Obligor hereby (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral Trustee, for the ratable benefit of the Priority Lien Secured Parties a lien on and a first priority security interest in all of the personal property of the Obligor, including the following property, in each case, wherever located and now owned or hereafter acquired by the Obligor or in which the Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment in full and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, each Pledgor and hereby pledges and grants to the Administrative AgentCollateral Trustee, for the ratable benefit of the Lenders Parity Lien Secured Parties a lien on and a second priority security interest in all of the Pledged Collateral, as hereinafter providedcollateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations:
(i) all promissory notes now held or hereafter acquired by the Obligor (including the Powerton/Joliet Lease Intercompany Notes);
(ii) all Governmental Approvals now or hereafter held in the name, or for the benefit, of the Obligor (provided that any Governmental Approval which by its terms or by operation of law would become void, voidable, terminable, or revocable if mortgaged, pledged or assigned hereunder or if a security interest intherein was granted hereunder is expressly excepted and excluded from the Lien and terms of this Agreement to the extent necessary so as to avoid such voidness, avoidability, terminability or revocability);
(iii) all agreements and confirms contracts, in each case, between the Obligor and continues any other Person (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time), including the pledge following agreements and security interest created contracts:
(A) all Project Contracts;
(B) the Interconnection Agreements; and
(C) each and every bond, indemnity, warranty guaranty and other similar document relating to the performance by any party (other than the Obligor) of any of the foregoing; each such agreement, contract and document being, individually, an "Assigned Agreement", and, collectively, the "Assigned Agreements"), including: (I) all rights of the Obligor to receive moneys due and to become due under or pursuant to the Existing Subsidiary Pledge Agreement inAssigned Agreements, (II) all rights of the Obligor to receive proceeds of any insurance, bond, indemnity, warranty or guaranty with respect to the Assigned Agreements, (III) all claims of the Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (IV) all rights of the Obligor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder;
(iv) all deposit accounts and all securities accounts (including the Collateral Account) and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto;
(v) all proceeds of casualty insurance policies;
(vi) all general intangibles (including payment intangibles and software) and accounts of the Obligor constituting any right to the payment of money, including all moneys due and to become due to the Obligor in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Obligor under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Obligor and all tax refunds (such Pledgor's rightaccounts, title general intangibles and interest moneys due and to become due being herein, collectively, called "Accounts");
(vii) all instruments, chattel paper (whether tangible or electronic) or letters of credit (of which the Obligor is a beneficiary) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the following propertypayment of, whether any of the Accounts, including promissory notes, drafts, bills of exchange and trade acceptances (herein, collectively, called "Instruments");
(viii) all inventory of the Obligor, including fuel, spare parts, all goods obtained by the Obligor in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto, spare parts and Motor Vehicles held by the Obligor for lease (including lease to Subsidiaries of the Obligor) (herein, collectively, called "Inventory");
(ix) all Intellectual Property and all other accounts, chattel paper, letter of credit rights, instruments or general intangibles of the Obligor not constituting Intellectual Property or Accounts;
(x) all equipment of the Obligor, including all Motor Vehicles (herein, collectively, called "Equipment");
(xi) all contracts and other agreements of the Obligor relating to the sale or other disposition of Inventory or Equipment;
(xii) all documents of title, bills of lading, warehouse receipts or other receipts of the Obligor, including documents covering, evidencing or representing Inventory or Equipment (herein, collectively, called "Documents");
(xiii) all rights, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Obligor, including any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment;
(xiv) all investment property now owned by such Pledgor held or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):by the Obligor;
(axv) the shares of Capital Stock all commercial tort claims of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and Obligor listed on Schedule 5.03(d);
(xvi) all other shares of capital stock of whatever class of the Issuersstock, now partnership interests, membership interests in a limited liability company, beneficial interests in a trust or hereafter owned by other equity interests in any person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire, such Pledgor, in each case together with the certificates evidencing the same equity interests or such convertible or exchangeable obligations (collectively, the "Pledged StockStock Collateral");
(bxvii) the Midwest Trading Revolver and all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options related promissory notes issued pursuant to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests")Midwest Trading Revolver; and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fxviii) all proceeds proceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of such Pledgor the Obligor described in the preceding clauses of this Section 3 (including, without limitation, including all causes of action, claims and warranties now or hereafter held by any Pledgor the Obligor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor. Notwithstanding any of the other provisions set forth in this Section 3 or any other Security Document to the contrary, this Agreement shall not, at any time, constitute a grant of a security interest in any property of the Obligor that is, at such time, an Excluded Asset. The Obligor and the Collateral Trustee hereby acknowledge and agree that the security interest created hereby in the Pledged Collateral is not, in and of itself, to be construed as a grant of a fee interest (as opposed to security interest) in any Copyright, Patent or Trademark. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all property in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to the terms of the Collateral Trust Agreement.
(b) Notwithstanding anything herein to the contrary (i) the Obligor shall remain liable for all obligations under and in respect of the Pledged Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any other Secured Party, (ii) the Obligor shall remain liable under each of the agreements included in the Pledged Collateral, including the Assigned Agreements, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Collateral Trustee or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Pledged Collateral, including any agreements relating to the Assigned Agreements, and (iii) the exercise by the Collateral Trustee of any of its rights hereunder shall not release the Obligor from any of its duties or obligations under the contracts and agreements included in the Pledged Collateral, including any agreements relating to the Assigned Agreements.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, each Pledgor Grantor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's its right, title and interest in the following property, whether now owned by such Pledgor or hereafter acquired by such Grantor and whether now existing or hereafter coming into existence (all being collectively referred to herein as "“Collateral"):”), to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided:
(a) the shares of Capital Stock of the Issuer or Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares or other ownership interests of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such PledgorGrantor, in each case together with the certificates certificate(s), if any, evidencing the same (collectively, and subject to the "proviso below, the “Pledged Stock"Interests”);
(b) . all sharesshares or other ownership interests, securities, moneys or property representing a dividend on any of the Pledged StockInterests, or representing a distribution or return of capital upon or in respect of the Pledged StockInterests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) Interests; without affecting the obligations of such Pledgor Grantor under any provision prohibiting such action hereunderhereunder or under any other Loan Document, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares or other ownership interests of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of , but only if such Pledgor in the Missouri LLC, all certificates (if any) representing successor corporation is a Foreign Subsidiary owned directly by such Grantor or evidencing such ownership interests any other Grantor; and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(f) all proceeds Proceeds of and to any of the property of such Pledgor Grantor described in the preceding foregoing clauses (a), (b) and (c) of this Section 3 3; provided that, notwithstanding anything herein to the contrary, (includingi) the shares or other ownership interests of voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the issued and outstanding voting Capital Stock of such Issuer and (ii) if shares or other ownership interests of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and such Grantor notifies the Administrative Agent in writing that the creation or continuation of such pledge, as the case may be, could have adverse tax consequences for such Grantor, then (y) with respect to shares or other ownership interests that have not yet been pledged hereunder, such Grantor shall have no obligation to pledge such shares or other ownership interests hereunder and such shares or other ownership interests shall not constitute Pledged Interests and (z) with respect to shares or other ownership interests pledged hereunder prior to such notice from such Grantor, such shares or other ownership interests shall be released from the pledge hereunder and shall no longer constitute Pledged Interests (and the Administrative Agent is hereby authorized, without limitation, all causes of action, claims and warranties now or hereafter held further action by any Pledgor in respect of other Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any of recourse, warranty or representation whatsoever, the items listed abovecertificate(s) and, for such shares or other ownership interests and any related transfer power theretofore delivered to the extent related to any property described in said clauses or such proceedsAdministrative Agent hereunder, all books, correspondence, credit files, records, invoices and other papersif any).
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor whether now existing or hereafter from time to time arising, the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Company's right, title and interest in the following property, whether now owned by such Pledgor the Company or hereafter acquired and whether now existing Pledge Agreement or hereafter coming into existence (all being collectively referred to herein as "Collateral"):), to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided:
(a) the shares of Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgorthe Company, in each case together with the certificates certificate or certificates, if any, evidencing the same (collectively, the "Pledged Stock");.
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Company under any provision prohibiting such action hereunderhereunder or under any other Loan Document, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
, but only if such successor corporation is a Foreign Subsidiary owned directly by the Company or any Domestic Subsidiary (d) the ownership interests of such Pledgor in the Missouri LLCPledged Stock, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (collectively, a) or (b) above and this clause (c) being herein collectively called the "Pledged LLC InterestsStock Collateral"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fd) all proceeds Proceeds of and to any of the property of such Pledgor the Company described in the preceding foregoing clauses (a), (b) and (c) of this Section 3 3; provided that, notwithstanding anything herein to the contrary, (includingi) the shares of voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the issued and outstanding voting Capital Stock of such Issuer and (ii) if shares of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and the Company notifies the Administrative Agent in writing that the creation or continuation of such pledge, as the case may be, could have adverse tax consequences for the Company, then (y) with respect to shares that have not yet been pledged hereunder, the Company shall have no obligation to pledge such shares hereunder and such shares shall not constitute Pledged Stock and (z) with respect to shares pledged hereunder prior to such notice from the Company, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Administrative Agent is hereby authorized, without limitation, all causes of action, claims and warranties now or hereafter held further action by any Pledgor in respect of other Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any of recourse, warranty or representation whatsoever, the items listed abovecertificate(s) and, for such shares and any related stock power theretofore delivered to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papersAdministrative Agent hereunder).
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's the Company’s right, title and interest in the following property, whether now owned by such Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to herein as "“Collateral"”):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgorthe Company (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates evidencing representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the "“Pledged Stock"”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Company under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor the Company itself) formed by or resulting from such consolidation or mergermerger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder);
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests Pledged LLC Interests and all right, title and interest of the Company in, to and under the Missouri any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri relevant LLC Issuers and all of its ownership interests under the Missouri each relevant LLC Agreement), and all present and future rights of such Pledgor the Company to receive payment of money or other distribution distributions of payments arising out of or in connection with its ownership interests and its rights under the Missouri each such LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); andCompany;
(e) intercompany obligations of foreign Subsidiaries owing to the Company;
(f) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------;
(fg) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of such Pledgor the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Company in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each the Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such the Pledgor's right, title and interest in the following propertyProperty, whether now owned by such the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):
(a) the shares of Capital Stock common stock of the Issuers Company represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the IssuersCompany or any other Subsidiary of the Pledgor, now or hereafter owned by such the Pledgor, in each case together with the certificates evidencing representing the same (collectively, the "Pledged Stock");
(b) all shares, securities, moneys or property Property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such the Pledgor under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer the Company is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor the Company itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fd) all proceeds of and to any of the property Property of such the Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any the Pledgor in respect of any of the items listed above) and, to the extent related to any property Property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided that Collateral shall not include shares of capital stock of any class issued by any Foreign Subsidiary to the extent that the percentage of issued and outstanding shares of capital stock of such class subject to the Lien of this Agreement would constitute more than 65% of the issued and outstanding shares of capital stock of such class.
Appears in 1 contract
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's the Parent’s right, title and interest in the following property, whether now owned by such Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to herein as "“Collateral"”):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such PledgorForeign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates evidencing representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the "“Pledged Stock"”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(f) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders Banks as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Company's right, title and interest in the following property, whether now owned by such Pledgor the Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):
(a) the shares of Capital Stock common stock of the Issuers respective corporations identified on Annex 1 hereto under the caption "Issuer" (each an "Existing Issuer") represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the Existing Issuers, now or hereafter owned by such Pledgorthe Company, in each case together with the certificates evidencing the same (collectivelythe "Initial Pledged Shares");
(b) upon the consummation of the Nations Title Acquisition, all shares of capital stock of Nations Title (together with the Existing Issuers, the "Issuers") and all other shares of capital stock of whatever class of Nations Title, now or hereafter owned by the Company, together with the certificates evidencing the same (together with the Initial Pledged Shares, the Pledged Stock");
(bc) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(cd) without affecting the obligations of such Pledgor the Company under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor the Company itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(f) all proceeds of and to any of the property of such Pledgor the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Company in Pledge Agreement respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Financial Inc /De/)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Canadian Borrower hereby pledges and grants to the Canadian Administrative Agent, for the benefit of the Canadian Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's the Canadian Borrower’s right, title and interest in the following property, whether now owned by such Pledgor the Canadian Borrower or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "“Collateral"):
(a) ”): the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgorthe Canadian Borrower, in each case together with the certificates evidencing representing the same (collectively, the "“Pledged Stock"”);
(b) ; all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) ; without affecting the obligations of such Pledgor the Canadian Borrower under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor the Canadian Borrower itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; intercompany obligations of foreign Subsidiaries owing to the Canadian Borrower; all promissory notes and Subsidiary Pledge Agreement ---------------------------
(f) all Intercompany Notes; and all proceeds of and to any of the property of such Pledgor the Canadian Borrower described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Canadian Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations, each Pledgor the Company hereby pledges and grants to the Administrative Agent, for the benefit of the Term Loan Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgorthe Company's right, title and interest in the following property, whether now owned by such Pledgor the Term Loan Security Agreement 173 Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Term Loan Collateral"):
(a) the shares of Capital Stock capital stock of the Issuers Issuer represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock of whatever class of the IssuersIssuer, now or hereafter owned by such Pledgorthe Company, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock");
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Company under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an the Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger;
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------
(fd) all proceeds of and to any of the property of such Pledgor the Company described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's the Parent’s right, title and interest in the following property, whether now owned by such Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to herein as "“Collateral"”):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgorthe Parent (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates evidencing representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the "“Pledged Stock"”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor the Parent under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor the Parent itself) formed by or resulting from such consolidation or mergermerger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder);
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests Pledged LLC Interests and all right, title and interest of the Parent in, to and under the Missouri any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri relevant LLC Issuers and all of its ownership interests under the Missouri each relevant LLC Agreement), and all present and future rights of such Pledgor the Parent to receive payment of money or other distribution distributions of payments arising out of or in connection with its ownership interests and its rights under the Missouri each such LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); andParent;
(e) intercompany obligations of foreign Subsidiaries owing to the Parent;
(f) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------;
(fg) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of such Pledgor the Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America. Notwithstanding the foregoing, the Collateral shall not include, and the Liens created under this Section 3.01 shall not encumber, the shares of Capital Stock of (i) Iron Mountain India Private Limited and (ii) Iron Mountain Services Private Limited.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's ’s right, title and interest in the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (other than, with respect to any Pledgor, the Excluded Swap Obligations of such Pledgor) (all being collectively referred to herein as "“Collateral"”):
(a) the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such PledgorPledgor (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates evidencing representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the "“Pledged Stock"”);
(b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or mergermerger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder);
(d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under the Missouri any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri relevant LLC Issuers and all of its ownership interests under the Missouri each relevant LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution distributions of payments arising out of or in connection with its ownership interests and its rights under the Missouri each such LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, the "Pledged LLC Interests"); and
(e) intercompany obligations of foreign Subsidiaries owing to such Pledgor;
(f) the balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement ---------------------------;
(fg) all promissory notes and all Intercompany Notes; and
(h) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
The Pledge. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor the Parent hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a security interest in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, in all of such Pledgor's the Parent’s right, title and interest in the following property, whether now owned by such Pledgor the Parent or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "“Collateral"):
(a) ”): the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all other shares of capital stock Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgorthe Parent (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates evidencing representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the "“Pledged Stock"”);
(b) ; all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;
(c) ; without affecting the obligations of such Pledgor the Parent under any provision prohibiting such action hereunderhereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock Capital Stock of the successor corporation (unless such successor corporation is such Pledgor the Parent itself) formed by or resulting from such consolidation or merger;
merger (d) provided, that not more than 66% of the ownership interests Voting Stock of such Pledgor in any Issuer organized under the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder); the Pledged LLC Interests and all right, title and interest of the Parent in, to and under the Missouri any LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri relevant LLC Issuers and all of its ownership interests under the Missouri each relevant LLC Agreement), and all present and future rights of such Pledgor the Parent to receive payment of money or other distribution distributions of payments arising out of or in connection with its ownership interests and its rights under the Missouri each such LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any certificates evidencing the same (collectively, Parent; intercompany obligations of foreign Subsidiaries owing to the "Pledged LLC Interests")Parent; and
(e) the balance from time to time in the Collateral Account; all promissory notes and Subsidiary Pledge Agreement ---------------------------
(f) all Intercompany Notes; and all proceeds of and to any of the property of such Pledgor the Parent described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor the Parent in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America. Cash Proceeds of Collateral.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
