Subsidiary Pledge and Security Agreement definition

Subsidiary Pledge and Security Agreement means the Amended and Restated First Lien Pledge and Security Agreement and Irrevocable Proxy executed and delivered by each Subsidiary Guarantor, substantially in the form of Exhibit G-1 hereto, together with any other pledge or security agreements delivered pursuant to the terms of this Agreement, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

Subsidiary Pledge and Security Agreement means the amended and restated pledge and security agreement executed by the Subsidiaries of the Borrower in favor of the Agent, in substantially the form of EXHIBIT H, as amended, modified or supplemented from time to time.

Subsidiary Pledge and Security Agreement the Subsidiary Pledge and Security Agreement substantially in the form of Exhibit B-5, to be executed and delivered by the Borrower's Subsidiaries, as the same may be amended, supplemented or otherwise modified.

Examples of Subsidiary Pledge and Security Agreement in a sentence

• Except as expressly supplemented hereby, the Subsidiary Pledge and Security Agreement shall remain in full force and effect in accordance with its terms.

• Wherever possible each provision of this Supplement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Supplement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Supplement or the Subsidiary Pledge and Security Agreement.

• Each of the undersigned Grantor hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Subsidiary Pledge and Security Agreement constitute the legal, valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms.

• All proceeds from the sale of Collateral received by the Collateral Agent shall be distributed in accordance with the Borrower Pledge and Security Agreement and the Subsidiary Pledge and Security Agreement, as applicable.

• Each Credit Party (other than Company) hereby acknowledges and agrees that the Subsidiary Guaranty and the Subsidiary Pledge and Security Agreement shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness hereof.

More Definitions of Subsidiary Pledge and Security Agreement

Subsidiary Pledge and Security Agreement means the First Amended and Restated Subsidiary Pledge and Security Agreement, dated as of even date herewith, executed by each of the Guarantors in favor of the Collateral Agent, for the benefit of the Secured Parties, substantially in the form of Exhibit E-3 as the same may be amended, restated or supplemented from time to time.

Subsidiary Pledge and Security Agreement means the Pledge and Security Agreement, dated as of the Original Closing Date, executed and delivered by each U.S. Subsidiary of the Borrower pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as of Exhibit I hereto, together with any supplemental Foreign Pledge Agreements delivered pursuant to the terms of this Agreement after the Original Closing Date, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

Subsidiary Pledge and Security Agreement means the First Lien Pledge and Security Agreement and Irrevocable Proxy executed and delivered by each Subsidiary Guarantor, substantially in the form of Exhibit G-l hereto, together with any other pledge or security agreements delivered pursuant to the terms of this Agreement, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

Subsidiary Pledge and Security Agreement shall have the meaning given to the term “Pledge and Security Agreement”.

Subsidiary Pledge and Security Agreement means the Subsidiary Pledge and Security Agreement dated as of December 23, 1993 and supplemented as of February 1, 1995, June 1, 1995 and June 29, 1995 among each of Company's Subsidiaries, and Collateral Agent, as supplemented by each counterpart to such Subsidiary Pledge and Security Agreement executed and delivered by any Acquisition Subsidiary, pursuant to the terms of subsection 4.4 and any counterparts to such Subsidiary Pledge and Security Agreement executed and delivered by any New Subsidiary of Company pursuant to the terms of subsection 6.13, as such Subsidiary Pledge and Security Agreement may be further amended, restated, supplemented or otherwise modified from time to time. ``TAX'' or ``TAXES'' means any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by any Governmental Entity, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided that ``TAX ON THE OVERALL NET INCOME'' of a -------- Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person's principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person is deemed to be doing business on all or part of the net income, profits or gains of that Person (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise). ``THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION'' means Company's Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 3, 1994.

Subsidiary Pledge and Security Agreement means a Pledge and Security Agreement executed and delivered by USIS in substantially the form of Exhibit B-2.

Subsidiary Pledge and Security Agreement means each Pledge and Security Agreement now or hereafter executed by a Subsidiary of the Parent.