Common use of Pledge of Additional Securities Collateral Clause in Contracts

Pledge of Additional Securities Collateral. Upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment shall for all purposes hereunder be considered Pledged Collateral.

Appears in 4 contracts

Sources: Security Agreement (Carrols Restaurant Group, Inc.), Security Agreement (Fiesta Restaurant Group, Inc.), First Lien Security Agreement (Carrols Restaurant Group, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 3.2 and Section 3.2. Each Pledgor shall confirm 3.3 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 4 contracts

Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson which are to be pledged pursuant to this Agreement, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) fifteen days after receipt thereof, or such longer period as the Administrative Agent may agree to in its sole discretion) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Sources: Security Agreement (American Renal Associates LLC), Credit Agreement (American Renal Associates LLC), Security Agreement (American Renal Associates LLC)

Pledge of Additional Securities Collateral. Upon Each Grantor shall, upon obtaining any Pledged Securities Interests or Intercompany Notes of any PersonPerson required to be pledged hereunder, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 Agent and forthwith (other than any Equity Interests of a Subsidiary), each Pledgor shall promptly (but and in any event within thirty (30) 30 days after receipt thereofof its acquisition or such longer period as the Agent may reasonably agree) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section SECTION 3.1 and Section 3.2. Each Pledgor shall confirm SECTION 3.2 hereof in respect of the additional Pledged Interests or Intercompany Notes which are to be pledged pursuant to this Security Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities Interests or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Security Agreement and agrees that all Pledged Securities Interests or Intercompany Notes listed on any such Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Sources: Security Agreement (Tilly's, Inc.), Security Agreement (Tilly's, Inc.), Security Agreement (Tilly's, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary)Agent and promptly, each Pledgor shall promptly (but and in any event within thirty (30) 30 days after receipt thereof) thereafter, deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Sources: Security Agreement (Language Line Costa Rica, LLC), Security Agreement (Language Line Holdings, Inc.), Security Agreement (Atlantic Broadband Management, LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For Collateral Agent and, in the case of any such Pledged Securities or Intercompany Notes (other than Loan Party Intercompany Notes) having a face value in excess of $3,000,000 (other than in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary (other than an Unrestricted Subsidiary), each Pledgor shall ) promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and and, subject to the Intercreditor Agreement, the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 3 contracts

Sources: Second Lien Security Agreement (Carrols Restaurant Group, Inc.), Second Lien Security Agreement (Carrols Restaurant Group, Inc.), Second Lien Security Agreement (Carrols Restaurant Group, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities Equity or Intercompany Notes Pledged Debt of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Equity or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities Equity or Intercompany NotesPledged Debt. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities Equity or Intercompany Notes Pledged Debt listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities constituting Collateral or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary)Noteholder Collateral Agent and promptly, each Pledgor shall promptly (but and in any event within thirty ten Business Days (30or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) days after receipt thereof) thereafter, deliver to the Administrative Noteholder Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.4(a) in respect of such additional Pledged Securities or Intercompany Notes that are to be pledged pursuant to this Agreement, and confirming the attachment grant of the Lien created hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Noteholder Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Noteholder Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (SAExploration Holdings, Inc.), Security Agreement (SAExploration Holdings, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any PersonNotes, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) days after receipt thereof, or such later date as may be agreed in writing by the Administrative Agent in its sole discretion) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Wendy's/Arby's Restaurants, LLC), Security Agreement (Wendy's/Arby's Group, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson or entity, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) five business days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: First Lien Security Agreement (iPCS, INC), Second Lien Security Agreement (iPCS, INC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any PersonPerson required to be pledged hereunder, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days after receipt thereofthereof or such longer period as the Collateral Agent may agree in its reasonable discretion) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Xperi Holding Corp), Security Agreement (Tessera Holding Corp)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities Agent or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall its bailee and promptly (but in any event within thirty forty-five (3045) days after receipt thereofthereof or, prior to the Discharge of the Non-ABL Obligations, such later dates as the First Lien/Junior Lien Intercreditor Representative may specify under a provision that exists in the substantially same form under the applicable Non-ABL Obligations Documents) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement, Security Agreement (Aleris Corp)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days ten Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Emdeon Inc.), First Lien Credit Agreement (Emdeon Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty forty-five (3045) days after receipt thereofthereof or, prior to the Discharge of First Lien Obligations, such later date as the First-Priority Collateral Agent may specify under a provision that exists in the substantially same form under the First-Priority Obligations Documents) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement, Security Agreement (Aleris Corp)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days ten Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Foamex International Inc), Security Agreement (Foamex International Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Shuffle Master Inc), Security Agreement (Shuffle Master Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, except in each Pledgor shall maintain such case to the extent constituting Excluded Property and except with respect to Pledged Securities or Intercompany Notes with an aggregate value not exceeding $250,000 at any time, accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) ten days after receipt thereof, or such longer period as may be acceptable to the Administrative Agent) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are required to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged CollateralCollateral except to the extent constituting Excluded Property.

Appears in 2 contracts

Sources: Credit Agreement (Vonage Holdings Corp), Credit Agreement (Vonage Holdings Corp)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Credit Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)

Pledge of Additional Securities Collateral. Upon Each Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes (other than Intercompany Notes owing by a Regulated Subsidiary, any Subsidiary of a Regulated Subsidiary and their respective successors and assigns, in each case only to the extent prohibited by law) of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Grantor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor Grantor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)

Pledge of Additional Securities Collateral. Upon Subject to the limitations set forth in Section 3.1, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) 90 days after receipt thereofthereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 hereof in respect of the additional Pledged Securities which are to be pledged pursuant to this Agreement, and Section 3.2. Each Pledgor shall confirm confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Pledge of Additional Securities Collateral. Upon Subject to Section 11.15 hereof, each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Collateral Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall and promptly (but in any event within thirty (30) ten days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and deliver to the Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Brocade Communications Systems Inc), Security Agreement (Brocade Communications Systems Inc)

Pledge of Additional Securities Collateral. Upon Subject to the limitations set forth in Section 3.1 and 3.2, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) 90 days after receipt thereofthereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty five (305) days Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Security Agreement (Southern Graphic Systems, Inc.), Canadian Security Agreement (Southern Graphic Systems, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty five (305) days Business Days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 2 contracts

Sources: Pledge and Security Agreement (Smith & Wesson Holding Corp), Pledge and Security Agreement (Smith & Wesson Holding Corp)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson required to be pledged hereunder, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Schulman a Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Brocade Communications Systems Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agents and promptly (but in any event within thirty (30) days five Business Days after receipt thereof) deliver to the Administrative Agent Collateral Agents a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a "Pledge Amendment"), and deliver to the applicable Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent Collateral Agents to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the applicable Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (LNT Leasing II, LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a "Pledge Amendment"), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Navisite Inc)

Pledge of Additional Securities Collateral. Upon Subject to the limitations set forth in Section 3.1 and 3.2, each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) 90 days after receipt thereofthereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (RR Donnelley & Sons Co)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For Collateral Agent and, in the case of any such Pledged Securities or Intercompany Notes (other than Loan Party Intercompany Notes) having a face value in excess of $3,000,000 (other than 1,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary), each Pledgor shall Subsidiary promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Second Lien Security Agreement (Salem Communications Corp /De/)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary)Agent and promptly, each Pledgor shall promptly (but and in any event within thirty (30) 30 days after receipt thereof) thereafter, deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 annexed hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm the attachment of the Lien hereby created on and 3.2 hereof in respect of such the additional Pledged Securities or Intercompany NotesNotes which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (LL Services Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days five Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a "Pledge Amendment"), and deliver to the Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (LNT Leasing II, LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty ten (3010) days Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 7 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Pledge and Security Agreement (Ambassadors International Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any PersonNotes, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a SubsidiaryAgent and, subject to Section 3.4(a), each Pledgor shall promptly (but in any event within thirty ninety (3090) days after receipt thereof, or such later date as may be agreed in writing by the Administrative Agent in its sole discretion) deliver to the Administrative Agent a pledge amendment in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”)Agent, and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Wendy's Restaurants, LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty forty-five (3045) days after receipt thereofor such later date as the Collateral Agent may specify) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesSecurities. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Aleris Corp)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personrequired to be pledged hereunder, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but and in any event within thirty (30) days after receipt thereof) 3 Business Days deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 annexed hereto (each, a "Pledge Amendment"), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (International Coal Group, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson which are to be pledged pursuant to this Agreement, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) fifteen days after receipt thereof, or such longer period as the Collateral Agent may agree to in its sole discretion) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (American Renal Associates LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days five Business Days after receipt thereofthereof by any Pledgor) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities Interests or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Colonial Downs, LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Trustee and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Agent Trustee a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Trustee shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Intcomex Holdings, LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities (other than Foreign Collateral) or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days five Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities (other than Foreign Collateral) or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (EchoStar CORP)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (APT Sunshine State LLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For Agent and, in the case of any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than 1,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary), each Pledgor shall Subsidiary promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Salem Communications Corp /De/)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities of any person or Intercompany Notes of any PersonNotes, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days 15 Business Days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Mattress Firm Holding Corp.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) days ten Business Days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and deliver to the Control Agent or the Administrative Agent the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Control Agent or the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Revolving Credit Security Agreement (Foamex International Inc)

Pledge of Additional Securities Collateral. Upon Subject to Section 8.1.11 of the Credit Agreement, each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes (with an aggregate principal amount exceeding [$1,000,000]) of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty (30) days after receipt thereof, or such later date as the Administrative Agent may approve) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Om Group Inc)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and deliver to the Collateral Agent, or to the Bank Collateral Agent pursuant to the Intercreditor Agreement, the certificates and other documents required required, under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent, or to the Bank Collateral Agent pursuant to the Intercreditor Agreement, shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (AGY Holding Corp.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any Collateral Agent and shall, on or before the first Quarterly Update Date following the receipt thereof by such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary)Pledgor, each Pledgor shall promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm the attachment of the Lien hereby created on and 3.2 hereof in respect of such the additional Pledged Securities or Intercompany NotesNotes which are to be pledged pursuant to this Agreement; provided, however, that all certificates representing or evidencing Equity Interests of any Subsidiary shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto within thirty (30) days after receipt thereof by such Pledgor. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Ryerson International Material Management Services, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary)Excluded Assets) or Pledged Debt, each Pledgor shall promptly (but in any event within thirty (30) days ten Business Days after receipt thereofthereof (or such longer period as may be agreed to by the Collateral Agent)) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Pledged Debt which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany NotesPledged Debt. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes Pledged Debt listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: First Lien Credit Agreement (Liberty Global PLC)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For Agent and, in the case of any such Pledged Securities or Intercompany Notes (other than Loan Party Intercompany Notes) having a face value in excess of $3,000,000 (other than 1,000,000 in the aggregate at any one time outstanding or any Equity Interests of a Subsidiary), each Pledgor shall Subsidiary promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: First Lien Security Agreement (Salem Communications Corp /De/)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes intercompany notes of any Personperson (other than Excluded Property), each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but and in any event within thirty (30) days after receipt thereof10 Business Days thereafter as such date may be extended by the Collateral Agent in its sole discretion) deliver to the Administrative Collateral Agent a pledge amendment in substantially the form of Exhibit 1 hereto (each, a “Securities Pledge Amendment”), duly executed by such Pledgor, and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 in respect of the additional Pledged Securities or intercompany notes that are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notesintercompany notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Securities Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes intercompany notes listed on any such Securities Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Layne Christensen Co)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes representing an aggregate principal amount of at least $1,000,000 of any Person, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Agent and promptly (but in any event within thirty 30 days (30or such longer period as may be agreed to by the Administrative Agent in its sole discretion) days after receipt thereof) deliver to the Administrative Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Itron Inc /Wa/)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) five days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment shall for all purposes hereunder be considered Pledged Collateral.Pledged

Appears in 1 contract

Sources: Security Agreement (Sciele Pharma, Inc.)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining after the Original Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any PersonNotes, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a SubsidiaryAgent and, subject to Section 3.4(a), each Pledgor shall promptly (but in any event within thirty ninety (3090) days after receipt thereof, or such later date as may be agreed in writing by the Administrative Agent in its sole discretion) deliver to the Administrative Agent a pledge amendment in substantially the form of Exhibit 1 hereto (each, a “Pledge Amendment”)Agent, and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Security Agreement (Wendy's Co)

Pledge of Additional Securities Collateral. Upon Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Personperson, each Pledgor shall maintain such Pledged Securities or Intercompany Notes accept the same in trust for the benefit of the Administrative Agent. For any such Pledged Securities or Intercompany Notes having a face value in excess of $3,000,000 (other than any Equity Interests of a Subsidiary), each Pledgor shall Collateral Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Collateral Agent a pledge amendment amendment, duly executed by such Pledgor, in substantially the form of Exhibit 1 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2. Each Pledgor shall confirm 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any such Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Appears in 1 contract

Sources: Credit Agreement (Revel Entertainment Group, LLC)