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Title: |
Pledge and Security Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 24KB of 139KB total |
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Price: |
$42 |
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ID: |
#2610487 |
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EXECUTED COPY
PLEDGE AND SECURITY AGREEMENT
dated as of June 1, 2006
between
EACH OF THE GRANTORS PARTY HERETO
and
BNP PARIBAS,
as Collateral Agent
TABLE OF CONTENTS
| PAGE | ||||
|
SECTION 1. |
DEFINITIONS; GRANT OF SECURITY | 1 | ||
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1.1 General Definitions |
1 | |||
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1.2 Definitions; Interpretation |
8 | |||
| SECTION 2. | GRANT OF SECURITY | 8 | ||
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2.1 Grant of Security |
8 | |||
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2.2 Certain Limited Exclusions |
9 | |||
| SECTION 3. | SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE | 11 | ||
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3.1 Security for Obligations |
11 | |||
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3.2 Continuing Liability Under Collateral |
11 | |||
| SECTION 4. | REPRESENTATIONS AND WARRANTIES AND COVENANTS | 11 | ||
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4.1 Generally |
11 | |||
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4.2 Equipment and Inventory |
14 | |||
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4.3 Receivables |
14 | |||
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4.4 Investment Related Property |
15 | |||
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4.5 [Reserved] |
20 | |||
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4.6 Letter of Credit Rights |
20 | |||
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4.7 Intellectual Property |
20 | |||
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4.8 Commercial Tort Claims |
24 | |||
| SECTION 5. | ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS | 24 | ||
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5.1 Further Assurances |
24 | |||
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5.2 Additional Grantors |
25 | |||
| SECTION 6. | COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT | 26 | ||
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6.1 Power of Attorney |
26 | |||
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6.2 No Duty on the Part of Collateral Agent or Secured Parties |
27 | |||
| SECTION 7. | REMEDIES | 27 | ||
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7.1 Generally |
27 | |||
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7.2 Application of Proceeds |
29 | |||
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7.3 Sales on Credit |
29 | |||
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7.4 Investment Related Property |
30 | |||
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7.5 Intellectual Property |
30 | |||
i
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7.6 Cash Proceeds |
32 | |||
| SECTION 8. | COLLATERAL AGENT | 33 | ||
| SECTION 9. | CONTINUING SECURITY INTEREST; TRANSFER OF LOANS | 33 | ||
| SECTION 10. | STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM | 34 | ||
| SECTION 11. | MISCELLANEOUS | 35 | ||
| SCHEDULE 4.1 GENERAL INFORMATION | ||||
| SCHEDULE 4.4 INVESTMENT RELATED PROPERTY | ||||
| SCHEDULE 4.6 DESCRIPTION OF LETTERS OF CREDIT | ||||
| SCHEDULE 4.7 INTELLECTUAL PROPERTY - EXCEPTIONS | ||||
| SCHEDULE 4.8 COMMERCIAL TORT CLAIMS | ||||
| EXHIBIT A PLEDGE SUPPLEMENT | ||||
| EXHIBIT B UNCERTIFICATED SECURITIES CONTROL AGREEMENT | ||||
| EXHIBIT C PATENT SECURITY AGREEMENT | ||||
| EXHIBIT D COPYRIGHT SECURITY AGREEMENT | ||||
| EXHIBIT E TRADEMARK SECURITY AGREEMENT | ||||
ii
This PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2006 (this Agreement), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a Grantor), and BNP PARIBAS (BNP), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the Collateral Agent).
RECITALS:
WHEREAS, reference is made to that certain CREDIT AND GUARANTY AGREEMENT, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among Education Management LLC, a Delaware limited liability company (Company), Education Management Holdings LLC, a Delaware limited liability company (Holdings), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, Credit Suisse Securities (USA) LLC, as Syndication Agent, and BNP, as Administrative Agent and as Collateral Agent, and Merrill Lynch Corporation and Bank of America, N.A., as Documentation Agents;
WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Swap Agreements with one or more Lender Counterparties;
WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Swap Agreements, respectively, each Grantor has agreed to secure such Grantors obligations under the Credit Documents and the Swap Agreements as set forth herein; and
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Collateral Agent agree as follows:
SECTION 1. DEFINITIONS; GRANT OF SECURITY.
1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:
Account Debtor shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto,
Accounts shall mean all accounts as defined in Article 9 of the UCC.
Additional Grantors shall have the meaning assigned in Section 5.2.
Agreement shall have the meaning set forth in the preamble.
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