Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. (b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral. (c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 3 contracts
Sources: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor Each Subsidiary Grantor hereby grants to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such PledgorSubsidiary Grantor’s now existing and hereafter acquired or arising right, title and interest inin and to the following, toin each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and under the Pledged Collateral whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and wherever locatedthe certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Upon Each Subsidiary Grantor hereby grants to the execution Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Subsidiary Grantor’s right, title and delivery interest in and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the “Subsidiary GrantorPayment Collateral”):
(i) all accounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the Company, (3) instruments owing to the Exempted Guarantor by the Company or (4) chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all of the property described in clause (A) and (B) of this Agreementsentence being, each Pledgor shall deliver to and deposit with collectively, the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral“Excluded Subsidiary Grantor Assets”).
(c) Notwithstanding anything The Company hereby grants to the contrary contained Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this AgreementSection 5.01(c) being, collectively, the Pledged Collateral “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the Company with respect to which the account debtor is (A) any one Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor); and
(iv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not incorporated include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise organized under the laws distributed in respect of a state or in exchange for any or all of the United States foregoing, and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of America deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the District Collateral Agent for or on behalf of Columbia shall not exceed sixty-five percent (65%) such Grantor in connection with the Account Collateral, including those received in substitution for or in addition to any or all of the total combined voting power of Account Collateral;
(iii) all classes of capital stockinterest, sharesdividends, securitiesdistributions, member interestscash, partnership interests instruments and other ownership interests entitled property from time to vote time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Company, and this Agreement shall not apply Grantor pertaining to any such stockof the Account Collateral;
(v) all supporting obligations, sharesgeneral intangibles, securitiescontract rights, member interestswarranties, partnership interests or ownership interests which are indemnities and guaranties, in excess of such sixty-five percent (65%) limitation. To each case to the extent relating to, or payable in respect of, the Administrative Agent receives more than sixty-five percent Account Collateral; and
(65%vi) all proceeds of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorforegoing Account Collateral.
Appears in 3 contracts
Sources: Security Agreement (Tennessee Gas Pipeline Co), Security Agreement (El Paso Corp/De), Security Agreement (El Paso Natural Gas Co)
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations in fullwhen due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Administrative Collateral Agent a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to Administrative the Collateral Agent, in each case for the ratable benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located. Notwithstanding anything to the contrary contained in any Financing Document, the Senior Secured Obligations shall not include any Excluded Hedge Liabilities (as defined in the Domestic Credit Agreement) or Excluded Swap Obligations (as defined in the Mexican Credit Agreement).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Administrative Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, Agreement (i) the Pledged Collateral with respect to issued by any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of issued by any Foreign Company, Administrative the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 3 contracts
Sources: Pledge Agreement, Pledge Agreement (Advanced Drainage Systems, Inc.), Revolving Credit Facility (Advanced Drainage Systems, Inc.)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor Each Subsidiary Grantor hereby grants to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such PledgorSubsidiary Grantor’s now existing and hereafter acquired or arising right, title and interest inin and to the following, toin each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and under the Pledged Collateral whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and wherever locatedthe certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Upon Each Subsidiary Grantor hereby grants to the execution Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Subsidiary Grantor’s right, title and delivery interest in and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the “Subsidiary Grantor Payment Collateral”):
(i) all accounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (3) any a) accounts owing to the Exempted Guarantor by the Company, b) payment intangibles owing to the Exempted Guarantor by the Company, c) instruments owing to the Exempted Guarantor by the Company or chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all of the property described in clause (A) and (B) of this Agreementsentence being, each Pledgor shall deliver to and deposit with collectively, the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral“Excluded Subsidiary Grantor Assets”).
(c) Notwithstanding anything The Company hereby grants to the contrary contained Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this AgreementSection 5.01(c) being, collectively, the Pledged Collateral “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the Company with respect to which the account debtor is (A) any one Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor); and
(iv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not incorporated include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise organized under the laws distributed in respect of a state or in exchange for any or all of the United States foregoing, and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of America deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the District Collateral Agent for or on behalf of Columbia shall not exceed sixty-five percent (65%) such Grantor in connection with the Account Collateral, including those received in substitution for or in addition to any or all of the total combined voting power of Account Collateral;
(iii) all classes of capital stockinterest, sharesdividends, securitiesdistributions, member interestscash, partnership interests instruments and other ownership interests entitled property from time to vote time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Company, and this Agreement shall not apply Grantor pertaining to any such stockof the Account Collateral;
(v) all supporting obligations, sharesgeneral intangibles, securitiescontract rights, member interestswarranties, partnership interests or ownership interests which are indemnities and guaranties, in excess of such sixty-five percent (65%) limitation. To each case to the extent relating to, or payable in respect of, the Administrative Agent receives more than sixty-five percent Account Collateral; and
(65%vi) all proceeds of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorforegoing Account Collateral.
Appears in 2 contracts
Sources: Credit Agreement (El Paso Natural Gas Co), Credit Agreement (Tennessee Gas Pipeline Co)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations The obligations owing by Producer to CAS set forth herein (and/or in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each any of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products2024 CAS Agreements, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under including the Pledged Collateral whether now or hereafter existing and wherever located2024 APA) are referred to as the “Producer Obligations.”
(b) Upon For the execution avoidance of doubt and delivery without limitation of this the other Secured Obligations (as defined in the Amended, Reinstated and Consolidated Security Agreement attached hereto as Exhibit SA (the “Security Agreement”), each Pledgor Producer’s Obligations shall deliver to be secured by the Security Agreement and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralSecurity Documents.
(c) Notwithstanding anything For clarity, the grant of the security interest pursuant to the contrary contained Security Agreement is in addition to the continuation of CAS’s existing liens and security interests provided for elsewhere in this Agreement.
(d) Producer hereby irrevocably grants to CAS a power of attorney, to act as Producer's attorney-in-fact, with full authority in the Pledged Collateral with respect name, place and stead of Producer, from time to time in CAS's sole and absolute discretion, to take any one Company not incorporated action consistent herewith and to execute any instrument (in Producer’s name) that CAS may reasonably deem necessary, including to file and record financing statements and copyright notices, trademark or otherwise organized intellectual property security agreements, notice of assignments, payment direction letters, account control agreements, any continuation statement or any amendment thereto, and any other instrument which is necessary to attach or perfect a security interest of CAS granted hereunder or under the laws 2022 CAS Agreements (including as to proceeds and after-acquired property). The foregoing power of attorney is coupled with an interest and is irrevocable. Company shall use good faith commercially reasonable efforts to afford Producer with five (5) days advance written request and notice prior to Company’s exercise of its power of attorney hereunder. If Company executes any documents on Producer’s behalf, Company shall provide a state copy(ies) of the United States such document(s) to Producer upon written request therefor; provided, that any inadvertent failure of America or the District of Columbia Company to provide such copies shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of be deemed a Pledgorbreach hereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Chosen, Inc.), Production Services and Funding Agreement (Chosen, Inc.)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Revolver Party Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Revolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsServices Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located.
(b) To secure on a second priority perfected basis (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) the payrnent and performance of all Secured Obligations in full, each Term Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Revolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong Resource Partners, L.P.), Credit Agreement (Armstrong Energy, Inc.)
Grant of Security Interests. The Company and the Guarantors shall cause the Notes Collateral Agent (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Lenders and Administrative Agent Notes Collateral Documents and any provider amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsthe Notes Collateral Agent, all of such Pledgor’s now existing the Trustee and hereafter acquired or arising rightthe Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.subject to Permitted Liens;
(b) Upon the execution do, execute, acknowledge, deliver, record, file and delivery register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of this Agreementassignment, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgetransfers, all of such Pledgor’s certificates, assurances and other instruments or other documents comprising or evidencing as may be required so that the Pledged CollateralNotes Collateral Agent (for the benefit of the Notes Collateral Agent, together with undated stock powersthe Trustee and the Holders) shall have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver subject to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreementforegoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under and the laws of a state Guarantors and constitute legal, valid, binding and enforceable obligations of the United States of America or Company and the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockGuarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote of such Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply Section 10.06 create valid and perfected Liens on the Collateral covered thereby, subject to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests Permitted Liens and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 2 contracts
Sources: Senior Secured Indenture (United Rentals North America Inc), Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent Collateral Trustee a continuing first priority security interest under the Code in and hereby pledges to Administrative AgentCollateral Trustee, in each case for the equal and ratable benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located, subject in all cases to Permitted Liens contemplated by clauses (vi), (x), (xii), (xiv), (xv), (xvi) and (xviii) of the definition of Permitted Liens and inchoate Liens that do not have priority over the Liens granted under the Loan Documents (collectively, the “Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent Collateral Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent the Collateral Trustee shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 2 contracts
Sources: Pledge Agreement, Pledge Agreement (Consol Energy Inc)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of that is a state of the United States of America or the District of Columbia Foreign Subsidiary shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any CompanyCompany that is a Foreign Subsidiary or any other assets of a Foreign Subsidiary, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 2 contracts
Sources: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent Collateral Trustee a continuing first priority security interest under the Code in and hereby pledges to Administrative AgentCollateral Trustee, in each case for the equal and ratable benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located, subject in all cases to Permitted Liens (except the Liens contemplated by clause (viii) of the definition of Permitted Liens) and inchoate Liens that do not have priority over the Liens granted under the Loan Documents; provided that the Pledgors shall not be required to perfect the security interest in the shares of CNX Gas purchased after the date hereof in anticipation of the CNX Gas Merger until required pursuant to Section 8.2.7(xv) of the Credit Agreement (collectively, the “Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such capital stock, shares, securities, member interests, partnership interests or ownership other equity interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent Collateral Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitled to vote of any Foreign Company, Administrative Agent the Collateral Trustee shall return such excess stock, shares, securities, member interests, partnership interests capital stock and other ownership equity interests upon the request of a Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (CONSOL Energy Inc)
Grant of Security Interests. (ai) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Rate/Currency Hedge or any Other Lender Provided Financial Service ProductsProduct, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(bii) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(ciii) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia Foreign Subsidiary shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Subsidiary and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any CompanyForeign Subsidiary, the Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. As collateral security for (ai) To secure on a first priority perfected basis the payment Borrowers’ obligations to pay the Lender Debt when due and performance of all Secured Obligations in full, each Pledgor hereby grants payable and their indemnification obligations to the Administrative Lender Group hereunder and (ii) Parent’s obligations pay the Guaranteed Obligations (as defined in the Parent \39109424 Guaranty) when due and payable and its indemnification obligations to the Lender Group hereunder each Borrower and Parent hereby grant to the Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each the Lender Group a first-priority Lien (subject only to Permitted Liens) on and security interest in and right of set-off against all of the Lenders rights title and Administrative Agent interest of such Borrower (or Parent as applicable) in and any provider to all assets of such Borrower (or Parent as applicable) whether now existing or hereafter acquired and wherever located including without limitation all of the following (together with all other collateral provided by the Loan Parties under the other Loan Documents as security for the Lender Provided Interest Rate Hedge Debt the "Collateral"):
(1) all Receivables whether now owned or any Other Lender Provided Financial Service Products, hereafter acquired;
(2) to the maximum extent permitted by law all deposit accounts of the Parent or such Borrower including without limitation each Lockbox and each Lockbox Account and amounts held therein;
(3) all money and cash;
(4) all Records relating to items (1) through (3) above;
(5) all general intangibles (other than Receivables and rights under Contracts) including franchise rights licenses patents patent applications trade names and trademarks and Federal state and local tax refund claims of all kinds;
(6) all goods including without limitation all machinery equipment fixtures and all other tangible personal property as well as all of such Pledgor’s now existing types of property leased and hereafter acquired all rights and interests with respect thereto under such leases (including without limitation options to purchase) together with all present and future additions and accessions thereto replacements therefor component and auxiliary parts and supplies used or arising right, title to be used in connection therewith and interest in, to, all substitutes for any of the foregoing and under the Pledged Collateral whether now or hereafter existing all manuals drawings instructions warranties and wherever located.rights with respect thereto;
(b7) Upon the execution all inventory and delivery documents of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.title relating thereto;
(c) Notwithstanding anything 8) all Contracts to the contrary contained extent not included in this Agreement, the Pledged Collateral with respect definition of Receivables;
(9) all instruments investment property securities security entitlements and securities accounts;
(10) all Equity Interests held by each Borrower and the Parent;
(11) all Records relating to items (5) through (10) above; and
(12) all proceeds of any one Company not incorporated kind or otherwise organized under the laws of a state nature of the United States of America or foregoing. This Agreement will be deemed to be a security agreement within the District of Columbia shall not exceed sixty-five percent (65%) meaning of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorUCC.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority (subject to Permitted Liens) perfected basis the indefeasible payment and performance in full of all Senior Secured Obligations in fullwhen due (whether at stated maturity, by acceleration or otherwise) (“Payment In Full”), each Pledgor hereby grants to the Administrative Collateral Agent (and hereby confirms the continuation of the grant to the Collateral Agent pursuant to the Existing Pledge Agreement (as defined below) of) a continuing first priority (subject to Permitted Liens) security interest under the Code in and hereby pledges to Administrative the Collateral Agent, in each case for the ratable benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties to the extent provided in the Intercreditor Agreement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Collateral Agent (or with a Person designated by the Collateral Agent to hold the Pledged Collateral on behalf of the Collateral Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall promptly deliver to and deposit with the Administrative Collateral Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, Agreement (i) the Pledged Collateral with respect to issued by any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of issued by such Foreign Company, and (ii) this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Collateral Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of issued by any Foreign Company, Administrative the Collateral Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To SECTION 8.1 SELLER'S GRANT OF SECURITY INTEREST. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of itself, the Lenders Conduit Purchaser and Administrative Agent the Committed Purchaser, a Lien upon and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, security interest in all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"):
(a) all Transferred Receivables, Contracts therefor and Collections thereon;
(b) Upon the execution rights of the Seller, but none of the duties or obligations of the Seller in, to and delivery of this under the Sale Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgeContribution Agreement, the Subordinated Originator Note, the Subordinated Note, the Parent Note, the Intercompany Note, all Lockbox Account Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of such Pledgor’s certificatesTransferred Receivables (collectively, instruments the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and to become due thereunder or other documents comprising pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or evidencing guaranty with respect thereto, (iii) all claims of the Pledged CollateralSeller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, together with undated stock powers, instruments waive or other documents signed in blank by such Pledgor. In terminate the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver same and to perform and deposit with the Administrative Agent in pledge, to compel performance and otherwise exercise all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything all of the following (collectively, the "Seller Account Collateral"):
(i) the Lockbox Accounts, the Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the contrary contained Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account, the Retention Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such funds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any of the then existing Seller Account Collateral, and
(v) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Seller Account Collateral;
(d) all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, the Pledged Collateral including any deposit with respect to any one Company not incorporated Purchaser or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent of additional funds by the Seller; and
(65%e) to the extent not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.1(a) through (d).
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Advancepcs)
Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt and complete payment and performance when due of all Secured Obligations in fullof its Obligations, each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders Secured Creditors (and, to the extent the following constitutes "Collateral" under, and Administrative as defined in, the Original Security Agreement, does hereby reconfirm (without interruption) its assignment, transfer, pledge and grant to the Collateral Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsunder the Original Security Agreement of), a continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, to, to and under all of the Pledged Collateral following, whether now existing or hereafter existing from time to time acquired (it being understood and agreed that (x) the security interest granted herein (i) for the benefit of the First Lien Creditors shall be senior in priority in all respects to the security interest granted herein for the benefit of the Second Lien Creditors and (ii) for the benefit of the Second Lien Creditors shall be subject and subordinated in all respects to the security interest granted herein for the benefit of the First Lien Creditors and (y) the Second Lien Creditors' claims against the Assignors in respect of the Collateral constitute second priority claims separate and apart (and of a different class) from the First Lien Creditors' senior claims against the Assignors in respect of the Collateral):
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account and any such other cash collateral account;
(vi) all Deposit Accounts and all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor with any Secured Creditor (or any affiliate, subsidiary or branch thereof, and wherever located) or with any other Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing accounts;
(vii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(viii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Domain Names, trade secrets and Trade Secret Rights;
(x) all insurance policies;
(xi) all other Goods, General Intangibles, Permits, Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents, Instruments and other assets (including cash) of such Assignor;
(xii) all Commercial Tort Claims, including any Commercial Tort Claims from time to time scheduled on Annex E hereto;
(xiii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xiv) all cash;
(xv) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xvi) all Supporting Obligations; and
(xvii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xvii), collectively, the "Collateral").
(b) Upon The security interest of the execution and delivery Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral Second Lien Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 1.1 for the benefit of the Second Lien Creditors shall not extend to, any Second Lien Excluded Collateral, and with respect to any one Company not incorporated or otherwise organized under the laws of a state of Second Lien Creditors the United States of America or the District of Columbia term "Collateral" shall not exceed sixty-five percent (65%) of include the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorSecond Lien Excluded Collateral.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Term Party Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Term Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsServices Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located.
(b) To secure on a second priority perfected basis (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) the payment and performance of all Secured Obligations in full, each Revolver Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Term Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Sources: Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by the Purchasers or the Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Purchasers to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of itself and the Lenders Purchasers, a Lien upon and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, security interest in all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"): WNC Receivables, LLC Receivables Purchase and Servicing Agreement
(a) all Receivables, Contracts therefor and Collections thereon;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Receivables (collectively, the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and deposit to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Administrative Agent in pledgeSeller for damages or breach with respect thereto or for default thereunder, and (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything all of the following (collectively, the "Seller Account Collateral"):
(i) all deposit accounts, including the Lockbox Accounts, the Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any deposit account, the contrary contained Lockbox Accounts, the Lockboxes or such funds,
(ii) the Collection Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such funds,
(iii) all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by the Agent, any Purchaser or any assignee or agent on behalf of the Agent or any Purchaser in substitution for or in addition to any of the then existing Seller Account Collateral, and
(v) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Seller Account Collateral;
(d) all software and hardware;
(e) all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, including any deposit with a Purchaser or the Pledged Collateral with respect Agent of additional funds by the Seller; and
(f) to any one Company the extent not incorporated or otherwise organized under the laws of a state included, all proceeds and products of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) foregoing and all accessions to, substitutions and replacements for, and profits of, each of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent foregoing Seller Collateral (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) including proceeds that constitute property of the total combined voting power of all classes of capital stocktypes described in Sections 8.01(a) through (e). WNC Receivables, shares, securities, member interests, partnership interests LLC Receivables Purchase and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.Servicing Agreement
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Wabash National Corp /De)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in fullobligations under this Agreement, each the Pledgor hereby grants to the Administrative Agent Secured Party a continuing first priority security interest under the Code UCC in and hereby pledges to Administrative AgentSecured Party, in each case for the benefit of each of the Lenders Secured Party and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsits Affiliates, all of such the Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor the Pledgor, if applicable, shall deliver to and deposit with the Administrative Agent Secured Party (or with a Person designated by Secured Party to hold the Pledged Collateral on behalf of Secured Party) in pledge, all of such the Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such the Pledgor. In the event that any the Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such the Pledgor shall deliver to and deposit with the Administrative Agent Secured Party in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Holding Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia CFC shall not exceed sixty-five percent (65%) % of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests outstanding Equity Interests entitled to vote of such CompanyForeign Holding Company or CFC, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests Equity Interests which are in excess of such sixty-five percent (65%) % limitation. To the extent the Administrative Agent Secured Party receives more than sixty-five percent (65%) % of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests outstanding Equity Interests entitled to vote of any CompanyForeign Holding Company or CFC, Administrative Agent Secured Party shall return such excess stock, shares, securities, member interests, partnership interests and stock or other ownership interests upon the request of a the Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (Janel Corp)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent Agent, subject to such additional steps and actions as may be necessary to comply with the applicable Law of the respective jurisdiction of incorporation, formation or organization, as applicable, of any Foreign Company (the “Applicable Local Law”), a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Revolver Party Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Revolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsServices Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located.
(b) To secure on a second priority perfected basis (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) the payment and performance of all Secured Obligations in full, each Term Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Term Lenders’ first priority security interest created pursuant to the Pledge Agreement (Term)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Revolver Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral and Pledged Joint Venture Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral and Pledged Joint Venture Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral and Pledged Joint Venture Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Sources: Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent Collateral Trustee a continuing first priority security interest under the Code in and hereby pledges to Administrative AgentCollateral Trustee, in each case for the equal and ratable benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located, subject in all cases to Permitted Liens (except the Liens contemplated by clause (vii) of the definition of Permitted Liens) and inchoate Liens that do not have priority over the Liens granted under the Loan Documents (collectively, the “Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such capital stock, shares, securities, member interests, partnership interests or ownership other equity interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent Collateral Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests stock and other ownership equity interests entitled to vote of any Foreign Company, Administrative Agent the Collateral Trustee shall return such excess stock, shares, securities, member interests, partnership interests capital stock and other ownership equity interests upon the request of a Pledgor.
Appears in 1 contract
Sources: Pledge Agreement (CNX Gas Corp)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor Each Subsidiary Grantor hereby grants to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such PledgorSubsidiary Grantor’s now existing and hereafter acquired or arising right, title and interest inin and to the following, toin each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and under the Pledged Collateral whether now or hereafter existing or arising (collectively, the “Security Collateral”):
(i) the Initial Pledged Equity and wherever locatedthe certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, or in conversion of, any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) all additional shares of stock and other Equity Interests of or in any Pledged Company from time to time acquired by such Subsidiary Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all books and records of such Grantor pertaining to the Security Collateral;
(iv) all supporting obligations, general intangibles and contract rights (including rights under limited liability company agreements, limited partnership agreements and any other organizational or constituent documents pursuant to which Pledged Equity has been issued or which sets out rights with respect thereto), warranties, indemnities or guaranties, in each case to the extent relating to, or payable in respect of, interests in the Security Collateral, and any tort claims (including all commercial tort claims) arising in connection with interests in the Security Collateral; and
(v) all proceeds of the foregoing Security Collateral.
(b) Upon Each Subsidiary Grantor hereby grants to the execution Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Subsidiary Grantor’s right, title and delivery interest in and to the following (but excluding Excluded Subsidiary Grantor Assets), in each case, as to each type of property described below, whether now owned or hereafter acquired by such Subsidiary Grantor, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this Section 5.01(b) being, collectively, the “Subsidiary Grantor Payment Collateral”):
(i) all accounts and payment intangibles owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(ii) all instruments owing to such Subsidiary Grantor by (A) any Pipeline Company Borrower or (B) any other Grantor;
(iii) all chattel paper in respect of obligations payable to such Subsidiary Grantor with respect to which the account debtor is (A) any Pipeline Company Borrower or (B) any other Grantor; and
(iv) all proceeds of the foregoing Subsidiary Grantor Payment Collateral. Notwithstanding the foregoing, the Subsidiary Grantor Payment Collateral shall not include, and the Liens created under this Section 5.01(b) shall not encumber, (A) any (1) accounts owing to the Exempted Guarantor by the Company, (2) payment intangibles owing to the Exempted Guarantor by the Company, (3) instruments owing to the Exempted Guarantor by the Company or chattel paper in respect of obligations payable to the Exempted Guarantor with respect to which the account debtor is the Company, or (B) any Excluded Payment Property of any Grantor (all of the property described in clause (A) and (B) of this Agreementsentence being, each Pledgor shall deliver to and deposit with collectively, the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral“Excluded Subsidiary Grantor Assets”).
(c) Notwithstanding anything The Company hereby grants to the contrary contained Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Company’s right, title and interest in and to the following (but excluding Excluded Payment Property of the Company), in each case, as to each type of property described below, whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or arising (all such property in which a security interest is granted under this AgreementSection 5.01(c) being, collectively, the Pledged Collateral “Company Payment Collateral”, and together with the Subsidiary Grantor Payment Collateral, the “Payment Collateral”):
(i) all accounts or payment intangibles owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(ii) all instruments owing to the Company by (A) any Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor);
(iii) all chattel paper in respect of obligations payable to the Company with respect to which the account debtor is (A) any one Pipeline Company Borrower or (B) any Grantor (other than the Exempted Guarantor); and
(iv) all proceeds of the foregoing Company Payment Collateral. Notwithstanding the foregoing, the Company Payment Collateral shall not incorporated include, and the Liens created under this Section 5.01(c) shall not encumber, any Excluded Payment Property of the Company.
(d) Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now owned or hereafter existing or arising (collectively, the “Account Collateral”):
(i) the Pledged Accounts, all Pledged Financial Assets, all Pledged Security Entitlements and all property, funds, interest, dividends, distributions, cash, instruments and other property from time to time carried in or credited to any Pledged Account or received, receivable or otherwise organized under the laws distributed in respect of a state or in exchange for any or all of the United States foregoing, and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Accounts;
(ii) all promissory notes, certificates of America deposit, deposit accounts, checks and other instruments delivered (or required to be delivered) to or otherwise possessed by the District Collateral Agent for or on behalf of Columbia shall not exceed sixty-five percent (65%) such Grantor in connection with the Account Collateral, including those received in substitution for or in addition to any or all of the total combined voting power of Account Collateral;
(iii) all classes of capital stockinterest, sharesdividends, securitiesdistributions, member interestscash, partnership interests instruments and other ownership interests entitled property from time to vote time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Account Collateral;
(iv) all books and records of such Company, and this Agreement shall not apply Grantor pertaining to any such stockof the Account Collateral;
(v) all supporting obligations, sharesgeneral intangibles, securitiescontract rights, member interestswarranties, partnership interests or ownership interests which are indemnities and guaranties, in excess of such sixty-five percent (65%) limitation. To each case to the extent relating to, or payable in respect of, the Administrative Agent receives more than sixty-five percent Account Collateral; and
(65%vi) all proceeds of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorforegoing Account Collateral.
Appears in 1 contract
Sources: Credit Agreement (El Paso Corp/De)
Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt and complete payment and performance when due of all of the Obligations (excluding the Existing Senior Subordinated Secured Notes Obligations in fullthe case of an assignment, transfer, grant or pledge of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), each Pledgor Assignor does hereby grants to assign and transfer unto the Administrative Collateral Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent for the benefit of the Lenders and Administrative Agent and Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any provider assignment, transfer, pledge or grant of Lender Provided Interest Rate Hedge or Excluded Existing Senior Subordinated Secured Notes Collateral by any Other Lender Provided Financial Service ProductsAssignor), a continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, toto and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired:
(i) each and every Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims, including, without limitation, those set forth on Annex F hereto;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and under the Pledged Collateral whether now goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or hereafter existing nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all Tractor Trailers; and
(xxiv) all Proceeds and wherever locatedproducts of any and all of the foregoing (all of the above, the "Collateral").
(b) Upon Notwithstanding anything to the execution and delivery of contrary contained above in this Section 1 or elsewhere in this Agreement, each Pledgor no Excluded Existing Senior Subordinated Secured Notes Collateral hereunder shall deliver to and deposit with secure any of the Administrative Agent in pledge, Existing Senior Subordinated Secured Notes Obligations (although the Excluded Existing Senior Subordinated Secured Notes Collateral shall secure all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralObligations hereunder).
(c) As security for the prompt and complete payment and performance when due of all of the Existing Senior Subordinated Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the Existing Senior Subordinated Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded Existing Senior Subordinated Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, which first provides for the Existing Senior Subordinated Secured Notes Obligations to be secured as provided herein on the date hereof, validly gives rise to the grant of a security interest securing the Existing Senior Subordinated Secured Notes Obligations.
(d) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(e) Notwithstanding anything to the contrary contained in this AgreementSection 1.1(a) above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest in any of such Assignor's rights or interests in any license, contract or agreement to which such Assignor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Assignor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision (as a result of a change in law, receipt of an appropriate consent or otherwise), the Pledged Collateral with shall include, and such Assignor shall be deemed to have granted a security interest in, all such rights and interests without any further action on the part of such Assignor or any Secured Creditor as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect to of such license, contract or agreement shall not be excluded from the security interest created hereunder. In the event that any one Company not incorporated or otherwise organized under the laws of a state asset of the United States Assignor is excluded from the Collateral by virtue of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockthis paragraph, sharessuch Assignor, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of the Collateral Agent, shall use all reasonable efforts to enable such Assignor to provide a Pledgorsecurity interest in such asset pursuant hereto as promptly as practicable.
Appears in 1 contract
Grant of Security Interests. (a) To SECTION 8.01 Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Transferred Receivables to be made hereunder shall constitute a purchase and sale of such Transferred Receivables and not a loan. If, however, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a purchase and sale, then the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Purchaser to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent Purchaser a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, Lien upon all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to, to and under the Pledged Collateral following property, whether now owned by or owing to, or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.
regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"): (a) all Transferred Receivables, Contracts therefor and Collections thereon; (b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral Transfer Agreement, all Lockbox Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Transferred Receivables (collectively, the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to any one Company not incorporated or otherwise organized under the laws of a state thereto, (iii) all claims of the United States of America Seller for damages or breach with respect thereto or for default thereunder and (iv) the District of Columbia shall not exceed sixty-five percent (65%) right of the total combined voting power of Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent remedies thereunder; (65%c) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) all of the total combined voting power of all classes of capital stockfollowing (collectively, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor."Seller Deposit Account Collateral"):
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Cone Mills Corp)
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Conduit Purchasers and the Committed Purchasers to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of itself, the Lenders Conduit Purchasers and Administrative Agent the Committed Purchasers, a Lien upon and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, security interest in all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"):
(a) all Transferred Receivables;
(b) Upon the execution Sale and delivery of this Contribution Agreement, each Pledgor shall deliver all Lockbox Account Agreements, Deposit Account Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Transferred Receivables (collectively, the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and deposit to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Administrative Agent Seller for damages or breach with respect thereto or for default thereunder, (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all remedies thereunder, and (v) all rights of the Seller in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Originator Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.;
(c) Notwithstanding anything all of the following (collectively, the "Seller Account Collateral"):
(i) the Lockbox Accounts, the Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the contrary contained Lockbox Accounts, the Lockboxes or such funds,
(ii) the Deposit Accounts and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Deposit Accounts or such funds; GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement
(iii) the Agent's Account, the Reserve Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Agent's Account, the Reserve Account or such funds,
(iv) all Investments from time to time of amounts in the Agent's Account and the Reserve Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(v) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any of the then existing Seller Account Collateral, and
(vi) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Seller Account Collateral;
(d) all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, the Pledged Collateral including any deposit with respect to any one Company not incorporated Purchaser or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent of additional funds by the Seller; and
(65%e) to the extent not otherwise included, all proceeds of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.01(a) through (d).
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Amerisourcebergen Corp)
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Administrative Agent, Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of itself, the Lenders Conduit Purchaser and Administrative Agent the Committed Purchaser, a Lien upon and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, security interest in all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"):
(a) all Receivables, Contracts therefor and Collections thereon;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Account Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Receivables (collectively, the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and deposit to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Administrative Agent in pledgeSeller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything all of the following (collectively, the "Seller Account Collateral"):
(i) all deposit accounts, including the Lockbox Accounts, the Lockboxes, the Concentration Account, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any deposit account, the contrary contained Lockbox Accounts, the Concentration Account, the Lockboxes or such funds,
(ii) the Collection Account, the Retention Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such funds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any of the then existing Seller Account Collateral, and
(v) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Seller Account Collateral;
(d) all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, the Pledged Collateral including any deposit with respect to any one Company not incorporated Purchaser or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent of additional funds by the Seller; and
(65%e) to the extent not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.01(a) through (d).
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Avondale Inc)
Grant of Security Interests. (aIn addition to the other rights provided in this(e) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in fullSection 11.2, each Pledgor hereby grants Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agentor (ii) any holder of, in each case or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder. Participants and SPVs. In addition to the other rights provided in this Section(f) 11.2, each of Lender may (x) with notice to the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge the U.S. Borrower, grant to an SPV the option to make all or any Other part of any Loan that such Lender Provided Financial Service Products, all would otherwise be required to make hereunder (and the exercise of such Pledgor’s now existing option by such SPV and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon making of Loans pursuant thereto shall satisfy the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all obligation of such Pledgor’s certificates, instruments or other documents comprising or evidencing Lender to make such Loans hereunder) and such SPV may assign to such Lender the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or right to receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral payment with respect to any one Company not incorporated Loan Document Obligation and (y) without notice to or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent consent from the Administrative Agent receives or the U.S. Borrower, sell participations to one or more than sixty-five percent Eligible Assignees in or to all or a portion of its rights and obligations under the Loan Documents (65%including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Loan Document Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.16 and 2.17, but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.17(g) or 2.17(h) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Loan Document Obligations), except for those described in clauses (ii) and (iii) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the total combined voting power case of participants, except for those described in Section 11.1(a)(iv) (or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall institute (and each of the U.S. Borrower and Holdings shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.outstanding 161 [[5628733]]
Appears in 1 contract
Sources: Credit Agreement (White Mountains Insurance Group LTD)
Grant of Security Interests. (a) To secure on a first priority perfected basis The Debtor does hereby grant and pledge unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt payment and performance when due of all Secured Obligations in fullObligations, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each all of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest of the Debtor in, toto and under all of the following personal property(and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each case whether now existing or hereafter from time to time acquired, including each of the following (collectively, the “Collateral”):
i. all Containers listed on Schedule 1, including, without limitation, all additions, appliances, parts, instruments, accessories and appurtenances thereto, all furnishings and other equipment of any kind from time to time installed or attached to any of such Containers, and under all devices used in or in or on such Containers;
ii. all Related Assets with respect to the Pledged Collateral whether now or hereafter existing Containers;
iii. all Accounts, Chattel Paper, General Intangibles, Instruments and wherever located.Inventory, in each case to the extent they relate to any Containers;
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgeiv. all Leases, all of such Pledgor’s certificatesLease proceeds and all rights under Leases and related agreements, instruments or including rentals, termination rights, rights to compel performance and guarantees, in each case to the extent that they relate to any Containers;
v. all insurance proceeds, refunds and premium rebates and other documents comprising or evidencing proceeds from dispositions, in each case to the Pledged Collateralextent that they relate to any Containers;
vi. all condemnation and confiscation awards, together with undated stock powers, instruments or other documents signed in blank by such Pledgoreach case to the extent that they relate to any Containers;
vii. In the event that any Pledgor should ever acquire or receive certificatesCollateral Account and all monies, securities, instruments Instruments and other investments deposited or other documents evidencing required to be deposited in any Collateral Account;
viii. all money, cash and cash equivalents constituting products or proceeds of any of the Pledged foregoing Collateral;
ix. all Subject Commercial Tort Claims that arise from or relate to any of the foregoing Collateral;
x. all policies and certificates of insurance and all insurance proceeds, such Pledgor shall deliver to refunds, and deposit with the Administrative Agent in pledgepremium rebates, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States Collateral;
xi. 2013-A Special Unit of America or the District Beneficial Interest Certificate number 2013-A SUBI-1, evidencing an exclusive undivided 100% beneficial ownership interest in all 2013-A SUBI Assets (as defined therein), and any other Special Unit of Columbia shall not exceed sixty-five percent (65%) Beneficial Interest Certificates evidencing beneficial ownership interest in any of the total combined voting power of foregoing Collateral; and
xii. to the extent not included above, any and all classes of capital stockproducts, sharesproceeds (including insurance proceeds), securities, member interests, partnership interests and other ownership interests entitled to vote of such Companysubstitutions, and this Agreement shall not apply accessions of or to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorforegoing.
Appears in 1 contract
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Lenders and Administrative Agent Notes Collateral Documents and any provider amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsthe Notes Collateral Agent, all of such Pledgor’s now existing the Trustee and hereafter acquired or arising rightthe Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.subject to Permitted Liens;
(b) Upon the execution do, execute, acknowledge, deliver, record, file and delivery register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of this Agreementassignment, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgetransfers, all of such Pledgor’s certificates, assurances and other instruments or other documents comprising or evidencing as may be required so that, on the Pledged CollateralIssue Date, together with undated stock powersthe Notes Collateral Agent (for the benefit of the Notes Collateral Agent, instruments or other documents signed the Trustee and the Holders) shall have valid and perfected Liens on the Collateral that are second in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificatespriority only to First Lien Obligations, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver subject to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreementforegoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under and the laws of a state Guarantors and constitute legal, valid, binding and enforceable obligations of the United States of America or Company and the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockGuarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote of such Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply Section 10.15 create valid and perfected Liens on the Collateral covered thereby, subject to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests Permitted Liens and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Grant of Security Interests. (a) To Section 8.01. Seller's Grant of Security Interest. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and the Related Security and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by the Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Purchaser to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of itself and the Lenders Purchaser, a Lien upon and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, security interest in all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.regardless of where located (all of which being hereinafter collectively referred to as the "Seller Collateral"):
(a) all Receivables and the Related Security;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Receivables or the Related Security (collectively, the "Seller Assigned Agreements"), including (i) all rights of the Seller to receive moneys due and deposit to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Administrative Agent in pledgeSeller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything all other property that may from time to time hereafter be granted and pledged by the contrary contained in Seller or by any Person on its behalf under this Agreement, including any deposit with the Pledged Collateral with respect to any one Company not incorporated Purchaser or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent of additional funds by the Seller; and
(65%d) to the extent not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in Sections 8.01(a) through (c).
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Castle a M & Co)
Grant of Security Interests. (a) 94.1 To secure on a first priority perfected basis the payment and performance Payment In Full of all Secured Obligations in fullObligations, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender any Lender-Provided Interest Rate Hedge or any Other Lender Lender-Provided Financial Service ProductsTreasury/Credit Arrangement, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) 94.2 Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent (or with a Person designated by the Administrative Agent to hold the Pledged Collateral on behalf of the Administrative Agent) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) 94.3 Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a country or state of other than the United States of America (or any state thereof) or such other country designated by the District of Columbia Borrower and consented to in writing by the Administrative Agent (each a “Partial Pledge Company”) shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Partial Pledge Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Partial Pledge Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Lenders and Administrative Agent Notes Collateral Documents and any provider amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsthe Notes Collateral Agent, all of such Pledgor’s now existing the Trustee and hereafter acquired or arising rightthe Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.subject to Permitted Liens;
(b) Upon the execution do, execute, acknowledge, deliver, record, file and delivery register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of this Agreementassignment, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgetransfers, all of such Pledgor’s certificates, assurances and other instruments or other documents comprising or evidencing as may be required so that, on the Pledged CollateralIssue Date, together with undated stock powersthe Notes Collateral Agent (for the benefit of the Notes Collateral Agent, instruments or other documents signed the Trustee and the Holders) shall have valid and perfected Liens on the Collateral that are second in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificatespriority only to First Lien Obligations, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver subject to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreementforegoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under and the laws of a state Guarantors and constitute legal, valid, binding and enforceable obligations of the United States of America or Company and the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockGuarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote of such Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply Section 10.06 create valid and perfected Liens on the Collateral covered thereby, subject to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests Permitted Liens and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Sources: Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC)
Grant of Security Interests. (a) To secure on a first priority perfected basis Subject to the terms and conditions of the Bridge Loan Note and the Security Agreement, as security for the prompt and complete payment and performance when due of all Secured Obligations in fullof the Company's obligations hereunder and under the Bridge Loan Note, each Pledgor the Company does hereby grants sell, assign, and transfer unto Lender, and pledge and grant to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case Lender for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsLender, a continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest inof the Company in and to all of the assets of the Company including, but not limited to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgeBolsa Stock, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to issued and deposit with the Administrative Agent in pledgeoutstanding shares of Minera, all such certificatesof the land and mineral rights with respect to the ▇▇▇▇▇▇▇▇▇ property and all of the land and mineral rights, securitiesland purchase contract rights, instruments or data, scoping studies, properties, equipment and other documents which evidence assets related to the Pledged mining property Bolsa currently intends to utilize (the "Collateral.
(c) "). Notwithstanding anything to the contrary contained set forth herein, in Bridge Note A or in any other note, instrument, document or agreement executed or delivered by the Company with or in favor of Lender, Lender's sole recourse in respect of the obligations of the Company under this AgreementBridge Loan Agreement and the Bridge Loan Note shall be to the Collateral. The Company will join with the Lender in authorizing, executing and will, at its own expense, file and refile under the Pledged Collateral with respect to any one Company not incorporated UCC or otherwise organized under such mortgages, financing statements, continuation statements and other documents in such offices as the laws of a state Lender may deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Lender's security interest in the Collateral, and hereby authorizes the Lender to file financing statements and amendments thereto relative to all or any part of the United States of America or Collateral without the District of Columbia shall not exceed sixty-five percent (65%) signature of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such CompanyCompany where permitted by law, and shall do such further acts and things and to execute and deliver to the Lender such additional conveyances, assignments, agreements and instruments as the Lender may reasonably require or deem advisable to carry into effect the purposes of this Bridge Loan Agreement shall not apply or to any such stockfurther assure and confirm unto the Lender its rights, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests powers and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorremedies hereunder.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants On or prior to the Administrative Security Deadline, the Company and the Guarantors shall cause the Collateral Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case (for the benefit of the Collateral Agent, the Trustee and the holders of the Notes) to have valid and perfected Liens on the Initial Notes Collateral that are first in priority on the Initial Notes Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall on or prior to the Security Deadline:
(a) enter into each of the Lenders Collateral Documents necessary in order to cause the Collateral Agent (for the benefit of the Collateral Agent, the Trustee and Administrative Agent the Holders of the Notes) to have valid and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsperfected Liens on the Initial Notes Collateral that are first in priority, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.subject to Permitted Liens;
(b) Upon the execution execute, acknowledge, deliver, record, re-record, file, re-file, register and delivery re-register, as applicable, any and all such further acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of this Agreementassignment, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgetransfers, all of such Pledgor’s certificates, assurances and other instruments as may be required so that, (i) on or other documents comprising or evidencing prior to the Pledged CollateralSecurity Deadline, together with undated stock powersthe Collateral Agent (for the benefit of the Collateral Agent, instruments or other documents signed the Trustee and the Holders of the Notes) shall have valid and perfected Liens on the Initial Notes Collateral that are first in blank by such Pledgor. In priority, subject to Permitted Liens and (ii) the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing Liens on the Pledged Collateral, such Pledgor shall deliver to assets and deposit with property securing the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Existing Financing Agreements are terminated and released;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Notes Documents or as otherwise may be reasonably requested by the Trustee or the Collateral Agent to give effect to the contrary contained in this Agreementforegoing; and
(d) deliver to the Trustee and the Collateral Agent an Opinion of Counsel that (i) such Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under and the laws of a state Guarantors and constitute legal, valid, binding and enforceable obligations of the United States of America or Company and the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockGuarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote of such Companylimitations, and (ii) the Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply Section 4.20 create valid and perfected Liens on the Initial Notes Collateral covered thereby, subject to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests Permitted Liens and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Sources: Indenture
Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt payment in full and performance of all Secured Obligations in fullof Obligations, each Pledgor whether presently existing or hereafter arising, Guarantor hereby authorizes the Lender to file financing statements against and pledges and grants to the Administrative Agent Lender a continuing first priority lien upon and security interest under in the Code in and hereby pledges to Administrative Agentfollowing assets of Guarantor (collectively, in each case for the benefit "Collateral"):
a. Accounts; and
b. all Proceeds of each any of the Lenders foregoing, including cash and Administrative Agent non-cash proceeds as defined in the Code, and including (i) proceeds of any provider insurance, indemnity, warranty or guaranty payable to Lender or Guarantor from time to time with respect to the Accounts, (2) payments in any form made or due an payable to Lender or Guarantor in connection with any requisition, confiscation, condemnation, seizure of Lender Provided Interest Rate Hedge forfeiture of any Account or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, toproceeds thereof, and (3) all other amounts paid or payable under or in connection with any Account . The security interest granted hereunder shall extend and attach to all Accounts and the Pledged Collateral proceeds thereof, which are owned by the Guarantor or in which the Guarantor has any interest whether now held by the Guarantor or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent others for its account. The property described in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateralsubparagraphs above, together with undated stock powersall accessions, instruments additions, replacements, substitutions, proceeds and products as aforesaid, is referred to collectively hereinafter as the "Collateral" and sometimes as "Pledged Property". Guarantor shall execute and deliver such financing statements and other documents (in form and substance reasonably satisfactory to Lender), and take such other actions, as Lender may reasonably request from time to time in order to create, perfect or continue the security interests provided for above under the UCC or other documents signed in blank by such Pledgorlaws of the States of New York or Florida or under any other state or federal law. In addition, the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing Guarantor authorizes the Pledged Collateral, such Pledgor shall deliver Lender to complete and deposit with file financing statements covering the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralCollateral described above.
5. Lender shall execute, deliver and file UCC-3 Termination Statements and otherwise take such action as Guarantor may reasonably request in order to release Lender's Lien and security interest in and to Guarantor's Inventory.
6. The text of Section 3 (c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or Agreement is hereby deleted in its entirety and replaced with the District of Columbia shall not exceed sixty-five percent words "Intentionally Omitted."
7. Section 4 (65%c) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled Agreement is hereby amended in its entirety to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.read as follows:
Appears in 1 contract
Sources: Security Agreement (American Technical Ceramics Corp)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary terms contained in this Agreement, the Pledged Security Agreement and the other Collateral with respect Documents, each of Borrower and the Parent Guarantors grants to Bank continuing security interests and Liens in the Collateral to secure prompt repayment of any one Company not incorporated or otherwise organized and all Obligations and to secure prompt performance by Borrower and each of the Parent Guarantors of each of its covenants and duties under the laws Loan Documents. Notwithstanding the foregoing, the grant of a state of the United States of America or the District of Columbia security interests herein shall not exceed sixty-five percent extend to and the term Collateral shall not include (65%a) property (and any accessions, attachments, replacements or improvements thereon) that is subject to a Lien that is otherwise permitted by clause (c) of the total combined definition of “Permitted Liens” if inclusion would constitute a breach by Borrower of its agreement with a third party lessor or lender, provided that upon release of any such Lien, such property (and any accessions, attachments, replacements or improvements thereon) shall be automatically deemed to be Collateral hereunder and shall be subject to the security interests granted in the Loan Documents, or (b) more than 65% of the issued and outstanding voting power stock of all classes of capital stockany Foreign Subsidiary. Except for Permitted Liens, shares, securities, member interests, partnership such security interests and other ownership Liens (i) shall constitute valid, first-priority security interests entitled to vote of such Companyand Liens in the presently existing Collateral, and this Agreement (ii) will constitute valid, first-priority security interests and Liens in Collateral acquired, created, arising or existing at any time after the Closing Date. Notwithstanding any termination of the Bank’s Commitments, Bank’s Liens on the Collateral shall not apply to remain in effect for so long as any such stock, shares, securities, member interests, partnership interests or ownership interests Obligations (other than indemnity obligations against which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%no claim has been made) of Borrower or any of the total combined voting power other Credit Parties shall remain outstanding. The Obligations of all classes each of capital stockBorrower and the Parent Guarantors under the Security Agreement, shares, securities, member interests, partnership interests the other Collateral Documents and the other ownership interests entitled Loan Documents are supplemental and in addition to vote the Obligations of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorBorrower under this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (NightHawk Radiology Holdings Inc)
Grant of Security Interests. (a) To secure on a first first-priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby reconfirms its grant under the Existing Pledge Agreement and grants anew to the Administrative Agent a continuing first first-priority security interest under the Code in and hereby reconfirms its pledge and pledges anew to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall reconfirm its delivery and DLH Holdings Corp. shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged CollateralCollateral to the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of any Company), together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) 2.1 To secure on a first first-priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby reconfirms its grant under the Existing Pledge Agreement and grants anew to the Administrative Agent a continuing first first-priority security interest under the Code in and hereby reconfirms its pledge and pledges anew to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) 2.2 Upon the execution and delivery of this Agreement, each Pledgor shall reconfirm its delivery and DLH Holdings Corp. shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged CollateralCollateral to the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of any Company), together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) 2.3 Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.sixty {N0289348 2 }
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt and complete payment and performance when due of all of the Obligations (excluding the 2003 Senior Secured Notes Obligations and the 2003 Senior Secured Note Refinancing Obligations in fullthe case of an assignment, transfer, grant or pledge of Excluded 2003 Senior Secured Notes Collateral by any Assignor), each Pledgor Assignor does hereby grants to assign and transfer unto the Administrative Collateral Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each the Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent for the benefit of the Lenders Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and Administrative Agent and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any provider assignment, transfer, pledge or grant of Lender Provided Interest Rate Hedge or Excluded 2003 Senior Secured Notes Collateral by any Other Lender Provided Financial Service ProductsAssignor), a continuing security interest in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets and under Trade Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments of such Assignor (except Documents and Instruments otherwise covered by the Pledged U.S. Pledge Agreement);
(xi) all Permits;
(xii) all cash;
(xiii) all Commercial Tort Claims;
(xiv) all Perfected Deposit Accounts and all other Deposit Accounts maintained by such Assignor with any Person who shall have entered into a “control agreement” or other arrangement with such Assignor and the Collateral Agent in respect of such other Deposit Account, together with all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Investment Property (except to the extent otherwise covered by the U.S. Pledge Agreement);
(xvi) all Letter-of-Credit Rights (whether now or hereafter existing not the respective letter of credit is evidenced by a writing);
(xvii) all Software and wherever locatedall Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xviii) all Supporting Obligations;
(xix) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the “Collateral”).
(b) Upon Notwithstanding anything to the execution and delivery of contrary contained above in this Section 1 or elsewhere in this Agreement, each Pledgor no Excluded 2003 Senior Secured Notes Collateral hereunder shall deliver to and deposit with secure any of the Administrative Agent in pledge, 2003 Senior Secured Notes Obligations or the 2003 Senior Secured Note Refinancing Obligations (although the Excluded 2003 Senior Secured Notes Collateral shall secure all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralObligations hereunder).
(c) As security for the prompt and complete payment and performance when due of all of the 2003 Senior Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the 2003 Senior Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, which first provides for the 2003 Senior Secured Notes Obligations to be secured as provided herein on the Restatement Effective Date, validly gives rise to the grant of a security interest securing the 2003 Senior Secured Notes Obligations.
(d) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each of the parties hereto acknowledges and agrees that (x) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the benefit of Lender Creditors and Other Creditors, shall be a “first” priority senior security interest in the Collateral and the Excluded 2003 Senior Secured Notes Collateral, and (ii) for the benefit of the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any), shall be a “second” priority security interest in the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral) fully junior, subordinated and subject to the security interest granted for the benefit of the Lender Creditors and the Other Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents, in the 2003 Senior Secured Note Documents and in the 2003 Senior Secured Note Refinancing Documents and all other rights and benefits afforded hereunder to the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) are expressly subject to the terms and conditions of this Agreement, the Pledged Collateral with respect to other Security Documents, the 2003 Senior Secured Note Documents and the 2003 Senior Secured Note Refinancing Documents, and (y) in the event of any one Company not incorporated conflict between the provisions of this Agreement or otherwise organized under any other Security Document and the laws provisions of a state (A) the 2003 Senior Secured Note Documents or (B) 2003 Senior Secured Note Refinancing Documents, the terms of this Agreement and the other Security Documents shall prevail.
(e) The security interest of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) Collateral Agent under this Agreement extends to all Collateral of the total combined voting power kind which is the subject of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to which any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess Assignor may acquire at any time during the continuation of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorthis Agreement.
Appears in 1 contract
Sources: Security Agreement (Vertis Inc)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent Collateral Trustee a continuing first priority security interest under the Code in and hereby pledges to Administrative AgentCollateral Trustee, in each case for the equal and ratable benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located, subject in all cases to Permitted Liens contemplated by clauses (vi), (x), (xi), (xiii), (xv), (xvi) and (xix) of the definition of Permitted Liens and inchoate Liens that do not have priority over the Liens granted under the Loan Documents (collectively, the “Permitted Pledged Collateral Liens”).
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent Collateral Trustee receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent the Collateral Trustee shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To Section 8.01. SELLER'S GRANT OF SECURITY INTEREST. The parties hereto intend that each Purchase of Purchaser Interests to be made hereunder shall constitute a purchase and sale of undivided percentage ownership interests in the Transferred Receivables and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by any Purchaser or the Administrative Agent hereunder, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law. In such regard and, in any event, to secure on a first priority perfected basis the payment prompt and complete payment, performance and observance of all Seller Secured Obligations Obligations, and to induce the Administrative Agent, the Conduit Purchaser and the Committed Purchaser to enter into this Agreement and perform the obligations required to be performed by it hereunder in fullaccordance with the terms and conditions thereof, each Pledgor the Seller hereby grants grants, assigns, conveys, pledges, hypothecates and transfers to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of itself, the Lenders Conduit Purchaser and Administrative Agent the Committed Purchaser, a Lien upon and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, security interest in all of such Pledgor’s now existing and hereafter acquired or arising its right, title and interest in, to and under, but none of its obligations arising from, the following property, whether now owned by or owing to, and under the Pledged Collateral whether now or hereafter existing acquired by or arising in favor of, the Seller (including under any trade names, styles or derivations of the Seller), and wherever located.regardless of where located (all of which being hereinafter collectively referred to as the "SELLER COLLATERAL"):
(a) all Transferred Receivables, Invoices related thereto and Collections thereon;
(b) Upon the execution and delivery of this Sale Agreement, each Pledgor shall deliver all Lockbox Account Agreements and all other Related Documents now or hereafter in effect relating to the purchase, servicing or processing of Receivables (collectively, the "SELLER ASSIGNED AGREEMENTS"), including (i) all rights of the Seller to receive moneys due and deposit to become due thereunder or pursuant thereto, (ii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all claims of the Administrative Agent in pledgeSeller for damages or breach with respect thereto or for default thereunder and (iv) the right of the Seller to amend, waive or terminate the same and to perform and to compel performance and otherwise exercise all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.remedies thereunder;
(c) Notwithstanding anything all of the following (collectively, the "SELLER ACCOUNT COLLATERAL"):
(i) all deposit accounts, including the Lockbox Accounts, the Concentration Account, the Lockboxes, and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing any deposit account, the contrary contained Lockbox Accounts, the Concentration Account, the Lockboxes or such funds,
(ii) the Collection Account, the Retention Account and all funds on deposit therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account, the Retention Account or such funds,
(iii) all Investments from time to time of amounts in the Collection Account and the Retention Account, and all certificates, instruments and investment property, if any, from time to time representing or evidencing such Investments,
(iv) all notes, certificates of deposit and other instruments from time to time delivered to or otherwise possessed by any Purchaser or any assignee or agent on behalf of any Purchaser in substitution for or in addition to any of the then existing Seller Account Collateral, and
(v) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed with respect to or in exchange for any and all of the then existing Seller Account Collateral;
(d) all other property that may from time to time hereafter be granted and pledged by the Seller or by any Person on its behalf under this Agreement, the Pledged Collateral including any deposit with respect to any one Company not incorporated Purchaser or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent of additional funds by the Seller; and
(65%e) to the extent not otherwise included, all proceeds and products of the total combined voting power foregoing and all accessions to, substitutions and replacements for, and profits of, each of all classes the foregoing Seller Collateral (including proceeds that constitute property of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgortypes described in SECTIONS 8.01(A) through (D).
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Daisy Parts Inc)
Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt and complete payment and performance when due of all of the Obligations (excluding the Existing Senior Subordinated Secured Notes Obligations in fullthe case of an assignment, transfer, grant or pledge of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), each Pledgor Assignor does hereby grants to assign and transfer unto the Administrative Collateral Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any assignment, transfer, pledge or grant of Excluded Existing Senior Subordinated Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent for the benefit of the Lenders and Administrative Agent and Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor in the case of any provider assignment, transfer, pledge or grant of Lender Provided Interest Rate Hedge or Excluded Existing Senior Subordinated Secured Notes Collateral by any Other Lender Provided Financial Service ProductsAssignor), a continuing security interest in all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, toto and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired:
(i) each and every Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims, including, without limitation, those set forth on Annex F hereto;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, and under the Pledged Collateral whether now goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or hereafter existing nature, regardless of the medium of recording;
(xxii) all Supporting Obligations;
(xxiii) all Tractor Trailers; and
(xxiv) all Proceeds and wherever locatedproducts of any and all of the foregoing (all of the above, the “Collateral”).
(b) Upon Notwithstanding anything to the execution and delivery of contrary contained above in this Section 1 or elsewhere in this Agreement, each Pledgor no Excluded Existing Senior Subordinated Secured Notes Collateral hereunder shall deliver to and deposit with secure any of the Administrative Agent in pledge, Existing Senior Subordinated Secured Notes Obligations (although the Excluded Existing Senior Subordinated Secured Notes Collateral shall secure all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralObligations hereunder).
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) Notwithstanding anything to the contrary contained in this AgreementSection 1.1(a) above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest in any of such Assignor’s rights or interests in any license, contract or agreement to which such Assignor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Assignor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision (as a result of a change in law, receipt of an appropriate consent or otherwise), the Pledged Collateral with shall include, and such Assignor shall be deemed to have granted a security interest in, all such rights and interests without any further action on the part of such Assignor or any Secured Creditor as if such provision had never been in effect and (y) the right to receive payments of money or other consideration in respect to of such license, contract or agreement shall not be excluded from the security interest created hereunder. In the event that any one Company not incorporated or otherwise organized under the laws of a state asset of the United States Assignor is excluded from the Collateral by virtue of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockthis paragraph, sharessuch Assignor, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of the Collateral Agent, shall use all reasonable efforts to enable such Assignor to provide a Pledgorsecurity interest in such asset pursuant hereto as promptly as practicable.
Appears in 1 contract
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Lenders and Administrative Agent Notes Collateral Documents and any provider amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsthe Notes Collateral Agent, all of such Pledgor’s now existing the Trustee and hereafter acquired or arising rightthe Holders) to have valid and perfected Liens on the Collateral that are second in priority only to First Lien Obligations, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.subject to Permitted Liens;
(b) Upon the execution do, execute, acknowledge, deliver, record, file and delivery register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of this Agreementassignment, each Pledgor shall deliver to and deposit with the Administrative Agent in pledgetransfers, all of such Pledgor’s certificates, assurances and other instruments or other documents comprising or evidencing as may be required so that, on the Pledged CollateralIssue Date, together with undated stock powersthe Notes Collateral Agent (for the benefit of the Notes Collateral Agent, instruments or other documents signed the Trustee and the Holders) shall have valid and perfected Liens on the Collateral that are second in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificatespriority only to First Lien Obligations, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver subject to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreementforegoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under and the laws of a state Guarantors and constitute legal, valid, binding and enforceable obligations of the United States of America or Company and the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockGuarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote of such Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply Section 10.20 create valid and perfected Liens on the Collateral covered thereby, subject to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests Permitted Liens and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Grant of Security Interests. On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected first-priority Liens on the Collateral that are pari passu with the Liens securing the other First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:
(a) enter into each of the Lenders and Administrative Agent Notes Collateral Documents and any provider amendments or supplements to such Notes Collateral Documents necessary in order to cause the Notes Collateral Agent (for the benefit of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsthe Notes Collateral Agent, all of such Pledgor’s now existing the Trustee and hereafter acquired or arising rightthe Holders) to have valid and perfected first-priority Liens on the Collateral that are pari passu with the Liens securing the other First Lien Obligations on the Collateral, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.subject to Permitted Liens;
(b) Upon do, execute, acknowledge, deliver, record, file and register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as may be required so that, on the execution Issue Date, the Notes Collateral Agent (for the benefit of the Notes Collateral Agent, the Trustee and delivery of this Agreement, each Pledgor the Holders) shall deliver to have valid and deposit perfected first-priority Liens on the Collateral that are pari passu with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or Liens securing the other documents comprising or evidencing First Lien Obligations on the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver subject to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.Permitted Liens;
(c) Notwithstanding anything take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Notes Collateral Agent to give effect to the contrary contained in this Agreementforegoing; and
(d) deliver to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required to be delivered have been duly authorized, executed and delivered by the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under and the laws of a state Guarantors and constitute legal, valid, binding and enforceable obligations of the United States of America or Company and the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stockGuarantors, shares, securities, member interests, partnership interests subject to customary qualifications and other ownership interests entitled to vote of such Companylimitations, and (ii) the Notes Collateral Documents and the other documents entered into pursuant to this Agreement shall not apply Section 10.15 create valid and perfected first-priority Liens on the Collateral covered thereby, subject to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests Permitted Liens and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests customary qualifications and other ownership interests upon the request of a Pledgorlimitations.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance in full of all Secured Obligations in fullObligations, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsProduct, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, ,
(i) the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor; and
(ii) this Pledge Agreement shall not constitute a grant of a security interest in the following and the following shall not constitute Pledged Collateral: any property or assets to the extent that such grant of a security interest is prohibited by any Law of an Official DOCVARIABLE #DNDocID \* MERGEFORMAT 752131431 Body, requires a consent not obtained of any Official Body pursuant to such Law or is prohibited by, or constitutes a breach or default under, results in the termination of, or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any investment property or instruments, any applicable shareholder or similar agreement, but only to the extent, and for so long as, such Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is not terminated or rendered unenforceable or otherwise deemed ineffective under applicable Law (including, without limitation, Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided, that for purposes of this clause (ii), the applicable Pledgor will use its reasonable efforts to obtain a consent to the granting and enforcement of such security interest but, in case of such Law, only if the granting of such consent is permissible under the applicable Law.
Appears in 1 contract
Grant of Security Interests. (a) To In order to secure on a first priority perfected basis the prompt payment and performance in full of all Secured Obligations in fullaccordance with the Note Agreement and the other Financing Documents, each Pledgor hereby sells, assigns, conveys, mortgages, pledges, hypothecates, transfers, confirms and grants to unto the Administrative Agent Secured Party, for the equal and ratable benefit and security of the Noteholders, a continuing lien on and a first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, to and under the Pledged Collateral Collateral, whether now existing or hereafter existing coming into existence, whether now held or owned or hereafter acquired, as now in existence or in effect or as hereafter modified, amended or supplemented, and wherever the same may be located.
(b) Upon the its execution and delivery of this Agreement, and from time to time thereafter as required by Section 6(g), each Pledgor shall deliver to and deposit with the Administrative Agent Secured Party in pledge, all of such Pledgor’s stock certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged CollateralCollateral owned by such Pledgor, such Pledgor shall deliver to and deposit together with the Administrative Agent in pledge, all such certificates, securities, instruments undated stock powers or other documents which evidence the Pledged Collateralappropriate instruments and documents, signed in blank by such Pledgor.
(c) Notwithstanding anything Any right, title and interest hereby assigned to the contrary contained in this AgreementSecured Party hereunder includes, without limitation, the right to further assign such right, title and interest.
(d) Notwithstanding any provision of this Agreement to the contrary, each Pledgor, shall remain liable under the Organizational Documents relating to the Equity Interests pledged by such Pledgor hereunder to observe and perform all the respective conditions and obligations to be observed and performed thereunder by the owner and holder of such Equity Interests, all in accordance with and pursuant to the terms and provisions of such Organizational Documents. The granting of any of the rights inuring to the Secured Party hereunder shall not release such Pledgor from any of its duties or obligations under the applicable Organizational Documents or constitute an assumption by the Secured Party or the Noteholders of such duties and obligations. Neither the Secured Party nor any Noteholder shall have any obligation or liability under any such Organizational Documents by reason of or arising out of this Agreement or the pledge and assignment of rights hereunder to the Secured Party or the receipt by the Secured Party of any payment under or in respect of or relating to any Pledged Collateral with respect or Organizational Documents pursuant hereto, nor shall the Secured Party or any Noteholder be required or obligated in any manner to perform or fulfill any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote obligations of such Company, and this Agreement shall not apply Pledgor under or pursuant to any such stockOrganizational Documents, sharesor to make any payment thereunder, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To to make any inquiry as to the extent nature or the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote sufficiency of any Companypayment received by the Secured Party or the sufficiency of any performance by any party under any such Organizational Documents, Administrative Agent shall return such excess stockor to present or file any claim, shares, securities, member interests, partnership interests and other ownership interests upon or to take any action to collect or enforce any performance or the request payment of a Pledgorany amounts which may have been assigned to the Secured Party or to which it may be entitled at any time or times pursuant hereto.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the due and punctual payment and performance of all Secured Obligations in fullObligations, each Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agenthowsoever created, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge arising or any Other Lender Provided Financial Service Productsevidenced, all of such Pledgor’s now existing and hereafter acquired whether direct or arising rightindirect, title and interest inabsolute or contingent, to, and under the Pledged Collateral whether now or hereafter existing or due or to become due, in accordance with the terms hereof and wherever locatedto secure the due and punctual performance of all of the obligations of Borrower contained in the other Loan Documents and in any other documents or instruments to which Borrower and Lender are parties and in order to induce Lender to enter into this Agreement and to make Advances and Term Loan Borrower does hereby mortgage, pledge and assign to Lender (all of which are herein collectively called the "Collateral"):
(a) All of the land in the county of Sull▇▇▇▇, ▇▇ate of Tennessee, described more particularly in the attached EXHIBIT B, which is by this reference fully incorporated herein (referred to hereinafter sometimes as the "Property"), to have and to hold the same, together with all the improvements now or hereafter erected on such Property and all fixtures now or hereafter attached thereto, together with each and every tenements, hereditaments, easements, rights, powers, privileges, immunities and appurtenances thereunto belonging or in anywise appertaining and the reversion and reversions, remainder and remainders, and also all the estate, right, title, interest, homestead, property, possession and claim whatsoever in law as well as in equity of Borrower of, in and to the same in every part and parcel thereof unto Lender in fee simple.
(b) Upon Together with a security interest in all fixtures affixed to or located on the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged CollateralProperty.
(c) Notwithstanding anything Together with all rents, issues, profits, revenue, income and other benefits from the Property to be applied to the contrary contained Obligation secured by the Loan Documents provided however, that permission is hereby given to Borrower so long as no default has occurred hereunder, to collect, receive, and use such benefits from the Property as they become due and payable, but not in advance thereof. Provided always, that if Borrower shall pay to Lender the Obligations at the times and in the manner stipulated by this Agreement, the Pledged Collateral with respect to any one Company not incorporated Revolving Credit Note, the Term Promissory Note and in all other instruments securing the Obligation, including renewals, extension or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Companymodification thereof, and in this Agreement and in all other instruments securing the Obligations, to be kept, performed or observed by Borrower, then the herein described security interest in the Collateral, shall not apply to any such stockcease and be void, shares, securities, member interests, partnership interests or ownership interests which are but shall otherwise remain in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests full force and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgoreffect.
Appears in 1 contract
Sources: Loan and Security Agreement (King Pharmaceuticals Inc)
Grant of Security Interests. (a) To secure on a first priority perfected basis Each Assignor does hereby (A) assign and transfer unto the payment Collateral Agent in its capacity solely as collateral agent for the equal and performance ratable benefit of all Secured Obligations in fullthe Lender Creditors, each Pledgor and does hereby grants pledge and grant to the Administrative Collateral Agent a continuing first priority security interest under in its capacity solely as collateral agent for the Code in equal and hereby pledges to Administrative Agentratable benefit of the Lender Creditors, in each case as security for the benefit prompt payment and performance when due of each all Priority Credit Document Obligations, a continuing security interest in all of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest of such Assignor in, toto and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter from time to time acquired, and (B) separately assign and transfer unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, and does hereby separately pledge and grant to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors, in each case as security for the prompt payment and performance when due of all Obligations not constituting Priority Credit Document Obligations, a separate continuing security interest in all of the right, title and interest of such Assignor in, to and under all of the Pledged Collateral following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case whether now existing or hereafter existing from time to time acquired (it being understood and wherever locatedagreed by the parties hereto that (x) the security interest granted herein (i) to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Lender Creditors to secure the Priority Credit Document Obligations shall have a first priority distribution right as provided in Section 7.4 hereof and (ii) to the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations shall be subject to the security interest granted herein for the benefit of the Lender Creditors to secure Priority Credit Document Obligations and shall only be entitled to a distribution as provided in Section 7.4 hereof after all Priority Credit Document Obligations have been paid in full as provided in such Section 7.4, and (y) the grants of security interest hereunder constitute two separate and distinct grants of security and Liens, one in favor of the Collateral Agent in its capacity as collateral agent for the equal and ratable benefit of the Lender Creditors to secure Priority Credit Document Obligations and the second in favor of the Collateral Agent in its capacity as collateral agent for the equal and ratable benefit of all of the Secured Creditors to secure Obligations not constituting Priority Credit Document Obligations):
(i) each and every Account;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited in (or credited to) the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims;
(vi) all computer programs and Domain Names and all intellectual property rights therein, and all other proprietary information, including but not limited to Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person (including any Secured Creditor) and all monies, securities, Instruments and other investments deposited in (or credited to) any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, the goodwill of the business of such Assignor symbolized by the Marks, and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents and all causes of action arising prior to or after the date hereof for infringement of any of the Patents;
(xx) all Permits;
(xxi) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all Supporting Obligations; and
(xxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xxiii), the "Collateral").
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained herein, the term "Collateral" shall not include, and the security interest granted under this Agreement shall not attach to: (a) any lease, license, contract or agreement to which any Assignor is a party to the extent (but only to the extent) that the grant of such security interest shall constitute or result in this (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Assignor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license or agreement (other than, in either case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), (b) except as otherwise provided in the Pledge Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (more than 65%) % of the total combined voting power of all classes of capital stockVoting Equity Interests (as defined in the Pledge Agreement) of any Exempted Foreign Entity (as defined in the Pledge Agreement), shares(c) any Equipment owned by any Assignor that is subject to a purchase money security interest (as defined in Section 9-103 of the UCC) or a Capitalized Lease Obligation permitted pursuant to the Credit Agreement if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any Person other than any Assignor as a condition to the creation of any other Lien on such Equipment, securitiesbut only, member interestsin each case, partnership interests to the extent, and for so long as, the Indebtedness secured by the applicable purchase money security interest or the applicable Capitalized Lease Obligation has not been repaid in full or the applicable prohibition (or consent requirement) has not otherwise been removed or terminated (or obtained as applicable), and (d) the Domestic Receivables Facility Property and the Proceeds thereof (other ownership interests entitled than the cash Proceeds received by the respective Assignor from the sale of the respective Accounts to vote the buyer of such Company, and this Agreement shall not apply Accounts pursuant to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorNew Domestic Receivables Facility).
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt and complete payment and performance when due of all Secured Obligations in fullof the Obligations, each Pledgor Assignor does hereby grants assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each the Secured Creditors, a continuing security interest of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsfirst priority in, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired:
(i) each and every Receivable;
(ii) all Contracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all Equipment;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Patents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets and under Trade Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments and other assets of such Assignor (other than the Pledged Collateral whether now or hereafter existing Securities); and
(xi) all Proceeds and wherever locatedproducts of any and all of the foregoing (all of the above, collectively, the "Collateral").
(b) Upon Notwithstanding anything else in this Agreement to the execution and delivery of this Agreementcontrary, each Pledgor Secured Creditor (by its acceptance of the benefits provided hereunder) agrees with each Assignor that no Secured Creditor is purchasing or acquiring hereunder any Receivable but only taking a security interest therein, provided, however, this Agreement shall deliver not restrict the Collateral Agent's ability to and deposit exercise its rights hereunder to the extent permitted by law. Notwithstanding Section 1.1(a), to the extent that any Contract may be terminated or a default shall be caused thereunder (in accordance with the Administrative Agent terms thereof after giving effect to any applicable laws) in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event of a granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that any Pledgor should ever acquire such Contract may not be so terminated or receive certificatesno such violation shall exist, securitiesas the case may be, instruments and all rights for money due or to become due under each such Contract and other documents evidencing proceeds shall be subject to the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateralsecurity interest.
(c) Notwithstanding anything The security interest of the Collateral Agent under this Agreement extends to all Collateral of the contrary contained in kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Sources: Security Agreement (Transworld Home Healthcare Inc)
Grant of Security Interests. (a) To secure on a first first-priority perfected basis the payment and performance of all Secured Obligations in full, each Pledgor hereby grants to the Administrative Agent a continuing first first-priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Parties, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged CollateralCollateral to the extent that such Pledged Collateral is represented by certificates (including, without limitation, any certificated capital stock of any Company), together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.. {N0221554 }
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment Borrower hereby pledges, transfers and performance of all Secured Obligations in fullassigns to Lender, each Pledgor hereby and grants to Lender, as additional security for payment of the Administrative Agent principal amount of the Loan, accrued and unpaid interest thereon and any and all other sums and amounts due under the Note, the Instrument and the other Loan Documents (collectively, the "DEBT"), a continuing first priority perfected security interest under the Code in and hereby pledges to Administrative Agentto, in each case for and a general first lien upon the benefit of each of following (collectively, the Lenders "ACCOUNT COLLATERAL"): (i) the Collection Account, Deposit Account and Administrative Agent Sub-Accounts (collectively, the "Accounts") and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, all of such Pledgor’s now existing and hereafter acquired or arising Borrower's right, title and interest inin and to all cash, toproperty or rights transferred to or deposited in the Accounts from time to time by Borrower or on behalf of Borrower in accordance with the provisions of this Agreement, (ii) all earnings, investments and securities held in the Accounts in accordance with this Agreement, and (iii) any and all proceeds of the foregoing. Borrower further agrees to execute, acknowledge, deliver, file or do, at its sole cost and expense, all other acts, assignments, notices, agreements or other instruments as Lender may reasonably require in order to effectuate, assure, convey, secure, assign, transfer and convey unto Lender any of the rights granted by this Section. Borrower acknowledges and agrees that the Accounts maintained hereunder are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, and notwithstanding anything set forth herein to the contrary, neither Borrower nor any other person or entity, through or under Borrower, shall have any control over the Pledged Collateral whether now use of, or hereafter existing any right to withdraw any amount from, the Accounts, and wherever locatedthe Collection Bank and Depository shall comply with all instructions originated by the Lender, its authorized agents or designees without further consent by the Borrower.
(b) Upon Borrower and Lender hereby notify the execution Collection Bank and delivery Depository of the grant by Borrower to Lender of a security interest in the Accounts and all of the Borrower's right, title and interest in and to all cash, property and rights transferred or deposited in the Accounts. In addition, the Collection Bank, Depository and Borrower each acknowledge and agree that the Accounts maintained hereunder are subject to the sole dominion, control and discretion of Lender and its authorized agents or designees subject to the terms and conditions of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding notwithstanding anything set forth herein to the contrary contained in this Agreementcontrary, neither Borrower nor any other person or entity, through or under Borrower, shall have any control over the use of, or any right to withdraw any amount from, the Pledged Collateral Accounts, and the Collection Bank and Depository shall comply with all instructions originated by the Lender, its authorized agents or designees without further consent by the Borrower. Borrower shall be entitled to request and receive any information about the Accounts that it shall reasonably request from time to time. The Collection Bank and Depository each waive any right of offset, set-off, recoupment or lien against the Accounts or Borrower, its partners or their respective affiliates which it might have against the Accounts; PROVIDED, HOWEVER, that each retain the right to charge the Collection Account, Deposit Account or Sub-Accounts, as applicable, for (i) any of their respective charges, fees and expenses provided for herein for which Borrower is responsible and (ii) all items deposited in and fund transfers credited to the Collection Account and subsequently returned unpaid or with respect to any one Company not incorporated or otherwise organized under which the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled Collection Bank fails to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgorreceive final settlement.
Appears in 1 contract
Sources: Collection and Deposit Account Agreement (Horizon Group Properties Inc)
Grant of Security Interests. (a) To Each Credit Party, subject to the terms and limits contained herein and in the Collateral Documents has (i) guarantied the Obligations and (ii) created Liens in favor of Collateral Agent on certain Collateral to secure on its obligations hereunder, under Section 7 hereof and each Collateral Document, respectively (and as applicable). Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing First Lien Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a first priority perfected basis party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all Secured such applicable Obligations in fullthat are joint and several obligations of each Grantor now or hereafter existing, each Pledgor hereby and (ii) grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders Secured Parties a security interest in and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Products, continuing lien on all of such PledgorCredit Party’s now existing and hereafter acquired or arising right, title and interest in, to, to and under all “Collateral” as defined in the Pledged Collateral Pledge and Security Agreement, in each case whether now owned or existing or hereafter existing acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations subject to the terms and limits contained herein and in the Collateral Documents.
(b) Upon Each Credit Party acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound 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 of the amendment and delivery restatement of this the Existing First Lien Credit Agreement. Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, each Pledgor shall deliver except to the extent such representations and deposit with the Administrative Agent warranties specifically relate to an earlier date, in pledge, which case they were true and correct in all material respects on and as of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateralearlier date.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (Solera Holdings LLC)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each The Pledgor hereby pledges, assigns, transfers and delivers to Lender and grants to the Administrative Agent Lender a continuing first priority security interest under the Code in and hereby pledges to Administrative Agentall shares of Common Stock, in each case for the benefit of each of the Lenders and Administrative Agent and any provider par value $.01 per share, of Lender Provided Interest Rate Hedge which the Pledgor owns now or any Other over which the Pledgor in the future obtains legal beneficial ownership, including without limitation shares of Lender Provided Financial Service Products, all common stock whether received or not by the Pledgor upon the exercise of such Pledgor’s now existing and hereafter acquired options to acquire shares of Lender common stock which have been granted to the Pledgor on or arising right, title and interest in, toprior to the date hereof or which may be granted to Pledgor in the future, and under the Pledged Collateral whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver right itself to and deposit with the Administrative Agent in pledge, all of exercise such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateraloptions, together with undated stock powersthe proceeds thereof and any other property or money held hereunder or any part thereof (collectively, instruments or other documents signed the "Pledged Lender Stock"), all upon the terms and subject to the conditions set forth herein. The Pledgor also hereby pledges, assigns, transfers and delivers to the Lender, and grants to Lender a continuing security interest in blank by such that note receivable dated January 1, 1999 owing Chartwell Partners, Ltd., a partnership to the Pledgor. In , in the event that any Pledgor should ever acquire or receive certificatesapproximate principal amount of $515,500, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit together with the Administrative Agent in pledgeproceeds thereof, all such certificatesrenewals, securitiessubstitutions, instruments modifications and extensions thereof (the "Note Receivable") and Pledgor's limited partnership interest in Chartwell Partners, Ltd., together with the proceeds thereof, all renewals, substitutions, modifications and extensions thereof, any other property or other documents which evidence money held hereunder or any part thereof (the "Pledged Collateral.
Chartwell Interest") (c) Notwithstanding anything to the contrary contained in this Agreementcollectively, the Pledged Collateral with respect Lender Stock, the Note Receivable and the Pledged Chartwell interest, referred to any one Company not incorporated or otherwise organized as the ("Pledged Assets"), all upon the terms and subject to the conditions set forth herein. The Pledged Assets shall constitute security for the timely and full payment of all amounts due and payable under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorLoan.
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Grant of Security Interests. (a) To secure on a first priority perfected basis As security for the prompt and complete payment and performance when due of all Secured Obligations in fullof its Municipal Obligations, each Pledgor the Assignor does hereby grants pledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Administrative Collateral Agent for the ratable benefit of the Secured Parties a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Productsin, all of such Pledgor’s now existing and hereafter acquired or arising the right, title and interest of the Assignor in, to, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Pledged Municipal Recovery, (ii) each and every Pledged Municipal Premium, (iii) any and all Pledged Municipal Reserves Account Funds, (iv) each and every Municipal Receivable; (v) all Municipal Contracts, together with all Municipal Contract Rights arising thereunder; (vi) the Municipal Collateral Account and the Pledged Collateral whether now Municipal Reserves Account and all monies, securities and instruments deposited or hereafter existing required to be deposited in such accounts and wherever locatedall investments from time to time therein; (vii) all other Municipal General Intangibles, Municipal Chattel Paper, Municipal Documents and Municipal Instruments; and (viii) all proceeds and all additions, replacements and substitutions relating to or of any and all of the foregoing (all of the above, collectively, the "Municipal Collateral").
(b) Upon As security for the execution prompt and delivery complete payment and performance when due of this Agreementall of its Structured Obligations, each Pledgor shall deliver the Assignor does hereby pledge, assign and transfer unto the Collateral Agent, and does hereby grant to and deposit with the Administrative Collateral Agent in pledgefor the ratable benefit of the Secured Parties a continuing security interest in, all of such Pledgor’s certificatesthe right, instruments title and interest of the Assignor in, to and under all of the following, whether now existing or other documents comprising or evidencing the hereafter from time to time acquired: (i) each and every Pledged CollateralStructured Recovery, (ii) each and every Pledged Structured Premium, (iii) any and all Pledged Structured Reserves Account Funds, (iv) each and every Structured Receivable; (v) all Structured Contracts, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In all Structured Contract Rights arising thereunder; (vi) the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing Structured Collateral Account and the Pledged Structured Reserves Account and all monies, securities and instruments deposited or required to be deposited in such accounts and all investments from time to time therein; (vii) all other Structured General Intangibles, Structured Chattel Paper, Structured Documents and Structured Instruments; and (viii) all proceeds and all additions, replacements and substitutions relating to or of any and all of the foregoing (all of the above, collectively, the "Structured Collateral" and, together with the Municipal Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged "Collateral").
(c) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations in full, each Term Party Pledgor hereby grants to the Administrative Agent a continuing first priority security interest under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Term Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsServices Product, all of such Term Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Term) whether now or hereafter existing and wherever located.
(b) To secure on a second priority perfected basis (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) the payment and performance of all Secured Obligations in full, each Revolver Party Pledgor hereby grants to the Administrative Agent a continuing second priority security interest (subject only to the Revolver Lenders’ first priority security interest created pursuant to the Pledge Agreement (Revolver)) under the Code in and hereby pledges to Administrative Agent, in each case for the benefit of each of the Term Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Services Product, all of such Revolver Party Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral (Revolver) whether now or hereafter existing and wherever located.
(c) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral and Pledged Joint Venture Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral and Pledged Joint Venture Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent in pledge, all such certificates, securities, instruments or other documents which evidence the Pledged Collateral and Pledged Joint Venture Collateral.
(cd) Notwithstanding anything to the contrary contained in this Agreement, the Pledged Collateral with respect to any one Foreign Company not incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of such Company, Foreign Company and this Agreement shall not apply to any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-sixty five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-sixty five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled entitle to vote of any Foreign Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a Pledgor.
Appears in 1 contract
Sources: Credit Agreement (Armstrong Resource Partners, L.P.)
Grant of Security Interests. (a) To secure on a first priority perfected basis the payment and performance of all Secured Obligations Obligations, in full, each Pledgor hereby grants to the Administrative Agent Secured Party a continuing first priority security interest under the Code UCC in and hereby pledges to Administrative Agentthe Secured Party, in each case for the benefit of each of the Lenders and Administrative Agent and any provider of Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service ProductsSecured Party, all of such Pledgor’s now existing and hereafter acquired or arising right, title and interest in, to, and under the Pledged Collateral Collateral, whether now or hereafter existing and wherever located.
(b) Upon the execution and delivery of this Agreement, each Pledgor shall deliver to and deposit with the Administrative Agent Secured Party in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Pledged Collateral, together with undated stock powers, instruments or other documents signed in blank by such Pledgor. In the event that any Pledgor should ever acquire or receive certificates, securities, instruments or other documents evidencing the Pledged Collateral, such Pledgor shall deliver to and deposit with the Administrative Agent Secured Party in pledge, pledge all such certificates, securities, instruments or other documents which evidence the Pledged Collateral.
(c) Notwithstanding anything If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Pledged Collateral at any time or from time to time after the date hereof, such Pledged Collateral shall automatically (and without any further action being required to be taken) be subject to the contrary contained in this Agreementpledge and security interests created pursuant to Section 2(a) hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Pledged Collateral in accordance with the procedures set forth in Section 2(b) hereof, and will promptly thereafter deliver to the Secured Party a supplement to this Pledge Agreement substantially in the form of Exhibit B hereto (each such supplement, a “Pledge Supplement”) describing such Pledged Collateral and certifying that the same has been duly pledged in favor of the Secured Party hereunder. Notwithstanding the forgoing, solely with respect to any one Company not incorporated or otherwise organized under Marketable Securities that are from time to time acquired by a Pledgor in the laws ordinary course (other than Marketable Securities held by a securities intermediary and subject of a state control agreement as provided in Section 3(b) below), so long as no Default or Event of Default is in existence, such Pledgor shall be permitted to deliver any such Marketable Securities, together with all other related deliveries pursuant to this Section 2(b) and (c), on or prior to the last day of the United States of America or calendar quarter immediately following the District of Columbia shall not exceed sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote date of such Company, and this Agreement shall not apply to Pledgor’s acquisition of any such stock, shares, securities, member interests, partnership interests or ownership interests which are in excess of such sixty-five percent (65%) limitation. To the extent the Administrative Agent receives more than sixty-five percent (65%) of the total combined voting power of all classes of capital stock, shares, securities, member interests, partnership interests and other ownership interests entitled to vote of any Company, Administrative Agent shall return such excess stock, shares, securities, member interests, partnership interests and other ownership interests upon the request of a PledgorMarketable Securities.
Appears in 1 contract
Sources: Pledge Agreement (Gas Natural Inc.)