The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors hereunder: (A) Each Grantor hereby assigns and pledges to and with the Agent for the benefit of the Banks and grants to the Agent for the benefit of the Banks security interests in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery hereof, the Borrower is delivering the intercompany notes constituting the Pledged Instruments and certificates representing the Subsidiary Shares in pledge hereunder. (B) In the event that any Person becomes an Issuer, or any Issuer at any time issues any additional or substitute shares of capital stock of any class to a Grantor or any other Subsidiary, or issues any substitute note, or owes any other Debt to a Grantor or any other Subsidiary, the relevant Grantor will, or will cause such Subsidiary to take appropriate steps to become a Grantor hereunder (including, in connection therewith, the delivery of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warranties) and to, immediately pledge and deposit with the Agent certificates representing all such shares and such note or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
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The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors hereunder:
(A) Each Grantor hereby assigns and pledges to and with the Security Agent for the benefit of the Banks Secured Parties and grants to the Security Agent for the benefit of the Banks Secured Parties security interests in the Pledged SecuritiesStock, and all of its rights and privileges with respect to the Pledged SecuritiesStock, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery hereof, the Borrower is delivering the intercompany notes constituting the Pledged Instruments and certificates representing the Iomega International S.
A. Subsidiary Shares in pledge hereunderhereunder and the Declaration of Pledge. As promptly as practicable after the date hereof, the Borrower shall deliver (i) the certificates representing the Iomega Japan Subsidiary Shares and (ii) a certificate of Credit Agricole that it has created the Special Account, and as promptly as practicable after the acquisition of any additional shares of Nomai, the Borrower shall deliver a certificate of Credit Agricole that the balance of the capital shares of Nomai (up to a total of 65% of the issued and outstanding shares of the capital stock of Nomai) are reflected in the Special Account.
(B) In Subject, in the case of Nomai, to Section 3(A), in the event that any Person Subsidiary becomes an Issuer, or any Issuer at any time issues any additional or substitute shares of capital stock of any class to a Grantor or any other Subsidiary, including, without limitation, any additional or issues any substitute noteshares, or owes any other Debt to a Grantor or any other Subsidiary, the relevant such Grantor will, or will cause such Subsidiary to take appropriate steps to become a Grantor hereunder (including, in connection therewith, the delivery by such Subsidiary Grantor of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warranties) and to, immediately pledge and deposit with the Security Agent certificates representing all (or, if such Issuer is a Foreign Subsidiary, at least 65% of) such shares and such note or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares, notes and instruments shares constitute Pledged Securities Stock and are subject to all provisions of this Agreement.
(C) The Security Interests are granted as security only and shall not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Borrower or any of its Subsidiaries with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
Samples: Credit Agreement (Iomega Corp)
The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors Borrower and the Pledged Stock Issuer hereunder:
(Aa) Each Grantor The Borrower hereby assigns and pledges to and with the Collateral Agent for the benefit of the Banks Administrative Agent and the Lenders and grants to the Collateral Agent for the benefit of the Banks Administrative Agent and the Lenders a security interests interest in the Pledged SecuritiesStock, and all of its rights and privileges with respect to the Pledged SecuritiesStock, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds Proceeds of the foregoing (the "βCollateral"β). Contemporaneously with On or prior to the execution and delivery hereoffirst Credit Extension, the Borrower is delivering shall have delivered the intercompany notes constituting certificate representing the Pledged Instruments and certificates representing the Subsidiary Shares Stock in pledge hereunder.
(Bb) In the event that any Person becomes an Issuer, or any the Pledged Stock Issuer at any time issues any additional or substitute shares of capital stock of any class to a Grantor or any other Subsidiary, or issues any substitute note, or owes any other Debt to a Grantor or any other Subsidiarythe Borrower, the relevant Grantor will, or Borrower will cause such Subsidiary to take appropriate steps to become a Grantor hereunder immediately (including, in connection therewith, the delivery of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warrantiesi) and to, immediately pledge and deposit with the Collateral Agent certificates certificates, if any, representing all such shares and such note or an instrument evidencing such other Debt as additional security for the Secured ObligationsObligations and (ii) take all other steps required to grant or maintain, as applicable, a first priority security interest in such shares to the Collateral Agent for the benefit of the Administrative Agent and the Lenders. All such shares, notes and instruments shares constitute Pledged Securities Stock and are subject to all provisions of this Agreement.
(c) The Security Interests are granted as security only and shall not subject the Administrative Agent, the Collateral Agent or the Lenders to, or transfer or in any way affect or modify, any obligation or liability of the Borrower with respect to any of the Collateral or any transaction in connection therewith.
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The Security Interests. (a) In order to secure the full and punctual payment of the Secured Obligations Obligations, subject to paragraph (b) below, in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors Borrower hereunder:
(Ai) Each Grantor The Borrower hereby assigns and pledges to and with the Collateral Agent for the benefit of the Banks Secured Parties and grants to the Collateral Agent for the benefit of the Banks Secured Parties security interests in the Pledged SecuritiesSecurities and any other Debt of a Domestic Subsidiary owed directly to the Borrower, and all of its rights and privileges with respect to the Pledged SecuritiesSecurities and such Debt, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery hereof, the Borrower is delivering the intercompany notes constituting the Pledged Instruments Subsidiary Notes and certificates representing the Subsidiary Shares in pledge hereunder.
(Bii) In the event that any Person at any time hereafter becomes an Issuera Domestic Subsidiary, the Borrower will immediately pledge and deposit with the Collateral Agent certificates representing all shares of capital stock of any class of such Domestic Subsidiary directly owned by the Borrower and any note or other instrument evidencing Debt of such Domestic Subsidiary owed directly to the Borrower, as additional security for the Secured Obligations. In the event that any Issuer at any time issues any additional or substitute shares of capital stock of any class to a Grantor or any other Subsidiary, or issues any substitute notenote to the Borrower, or owes any other Debt directly to a Grantor or any other Subsidiarythe Borrower evidenced by an instrument, the relevant Grantor will, or Borrower will cause such Subsidiary to take appropriate steps to become a Grantor hereunder (including, in connection therewith, the delivery of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warranties) and to, immediately pledge and deposit with the Collateral Agent certificates representing all such shares and such note or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
(iii) The Security Interests are granted as security only and shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Borrower or any of its Subsidiaries with respect to any of the Collateral or any transaction in connection therewith.
(b) The Security Interests granted hereunder in the Restricted Collateral secure the Secured Obligations only to the extent of the Restricted Amount.
Appears in 1 contract
Samples: Pledge Agreement (Unova Inc)
The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors hereunder:
(A) Each Grantor hereby assigns and pledges to and with the Agent Pledgee for the benefit of the Banks Creditors and grants to the Agent Pledgee for the benefit of the Banks Creditors security interests in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery hereof, the Borrower is delivering the intercompany notes constituting the Pledged Instruments and certificates representing the Subsidiary Subsidiaries Shares in pledge hereunder.
(B) In the event that any Person becomes an Issuer, or any Issuer at any time issues any additional or substitute shares of capital stock stock, membership interests or partnership interests of any class to a Grantor or any other SubsidiaryGrantor, or issues any substitute note, or owes any other Debt to a Grantor or any other Subsidiaryevidenced by an instrument, the relevant Grantor will, or will cause such Subsidiary to take appropriate steps to become a Grantor hereunder (including, in connection therewith, the delivery of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warranties) and to, immediately pledge and deposit with the Agent Pledgee certificates representing all such shares and shares, Limited Liability Company Interests, Partnership Interests and/or such note (as the case may be) or an instrument evidencing such other Debt (or take such other action as required by Section 4 below) held by such Grantor as additional security for the Secured Obligations. All such shares, interests, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
(C) The Security Interests are granted as security only and shall not subject the Pledgee or any Creditor to, or transfer or in any way affect or modify, any obligation or liability of the Borrower or any of its Subsidiaries with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
The Security Interests. In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors each Grantor hereunder:
(Aa) Each Grantor hereby assigns and pledges to and with the Agent Collateral Agent, for the benefit of the Banks Secured Parties, and grants to the Agent Collateral Agent, for the benefit of the Banks Secured Parties, security interests in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "CollateralCOLLATERAL"). Contemporaneously with the execution and delivery hereof, the Borrower each Grantor is delivering to the intercompany notes constituting Collateral Agent the Pledged Instruments Notes and certificates representing the Subsidiary Shares Pledged Stock in pledge by it hereunder.
(Bb) In the event that If any Person becomes an Issuer, or any Issuer issuer of Pledged Securities at any time issues any additional or substitute shares of capital stock of any class to a Grantor or any other Subsidiary, or issues any substitute note, or owes any other Debt to a any Grantor, such Grantor or any other Subsidiary, the relevant Grantor will, or will cause such Subsidiary to take appropriate steps to become a Grantor hereunder (including, in connection therewith, the delivery of appropriate limited recourse guaranties of the Borrower's obligations under the Credit Agreement and legal opinions and the making of appropriate representations and warranties) and to, immediately pledge and deposit with the Agent Collateral Agent, for the benefit of the Secured Parties, certificates representing all such shares and such note or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement.
(c) The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
Appears in 1 contract
Samples: Pledge Agreement (Medaphis Corp)