Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor. (b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations. (c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement. (e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 3 contracts
Sources: Pledge Agreement (Dover Motorsports Inc), Pledge Agreement (Dover Motorsports Inc), Pledge Agreement (Dover Motorsports Inc)
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties Parties, that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor willshall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the AgentAdministrative Agent or the Required Lenders, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents each Pledgor shall promptly (and pay the costs of filing in any event within ten (10) Business Days after such request or recording the same in all public offices deemed necessary such later date as agreed to by the Administrative Agent) and do such other acts and things, all as deliver to the Administrative Agent may from time updated Schedules to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition; provided, any sums paid upon that at no time shall the Pledged Stock or in respect of the Collateral upon the liquidation or dissolution Partnership/LLC Interests of any Issuer shall be held by or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the Agent as additional collateral security for voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the Secured Obligations. If any sums non-voting Pledged Stock or non-voting Partnership/LLC Interests of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured ObligationsSubsidiary.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this AgreementPledge Agreement or Permitted Liens. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoeverwhomsoever other than with respect to Permitted Liens.
(de) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ei) The Each Pledgor agrees shall, promptly (but in any event within thirty (30) days or such later date as agreed to payby the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined refer to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreementsuch additional shares.
Appears in 3 contracts
Sources: Pledge Agreement, Pledge Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc)
Certain Covenants. The Each Pledgor hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are have been indefeasibly paid in full and the Commitments are terminatedfull, such Pledgor shall:
(a) Pledgor willnot, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enableexcept as expressly permitted by the Secured Agreement, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the CollateralPledged Collateral pledged hereunder by such Pledgor, or (iiiii) create, incur create or permit to exist any Lien lien upon or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral Pledged Collateral, except for the security interest created by this Pledge Agreement and liens permitted by the Secured Agreement, or in connection (iii) permit, except as expressly permitted by the Secured Agreement, any issuer of Pledged Shares to merge or consolidate with any Person;
(b) except as expressly permitted by the Secured Agreement, (i) cause each issuer of Pledged Shares not to issue any stock or other securities in substitution for the Pledged Shares issued by such issuer, except to Pledgor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct Subsidiary or a direct Unrestricted Subsidiary of Pledgors;
(i) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed (directly or indirectly) to Pledgors by any direct or indirect Subsidiary of the transactions contemplated Company, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed (directly or indirectly) to Pledgor by any Person that after the date of this AgreementPledge Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgor; and
(d) promptly deliver to Collateral Agent all written notices received by it with respect to the Pledged Collateral.
Appears in 2 contracts
Sources: Stock Pledge Agreement (Atlantic Gulf Communities Corp), Stock Pledge Agreement (Atlantic Gulf Communities Corp)
Certain Covenants. The Pledgor Borrower covenants and agrees with the Agent Lender for the ratable benefit of the Secured Parties Lender that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will3.4.1 Borrower has and will have good and merchantable title to all of its assets, upon request of including the AgentCollateral, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all each case as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created herebyowned or acquired by it, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of keep the Collateral upon the liquidation or dissolution free and clear of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligationsall Liens, other than those granted to Lender. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor Borrower will defend the right, such title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time 3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time, upon time at the written request of the Agent, Lender and at the sole expense of Borrower, make, execute, acknowledge and deliver, and file or record, or cause to be filed or recorded, in the Pledgorproper filing places, Pledgor all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will promptly do all such other acts and duly execute things and make, execute, acknowledge and deliver all such further other instruments and documents documents, including without limitation further security agreements, pledges, endorsements, assignments and take such further actions notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the Agent may reasonably request for priority of said Liens as a first and only Lien on and security interest in the purposes of obtaining or preserving the full benefits of this Agreement and of Collateral prior to the rights and powers herein granted. If of all other Persons therein or thereto.
3.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any amount payable under or in connection with any of Person to borrow against the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered than the Loan to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral Borrower from Lender pursuant to this Agreement.
; (eii) The Pledgor agrees create, incur, assume or suffer to pay, and to save the Agent and the Secured Parties harmless from, exist any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable Lien with respect to any of the Collateral Collateral; (iii) permit any levy or in connection with attachment to be made against any of the transactions contemplated by Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement to be on file with respect to any of the Collateral, except financing statements in favor of Lender.
Appears in 2 contracts
Sources: Loan and Security Agreement (Bell Technology Group LTD), Loan and Security Agreement (Vista Gold Corp)
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that in no event shall more than 66.66% of all the issued and outstanding shares of all classes of capital stock of each of the Canadian Subsidiaries and U.K. Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) Without the prior written consent of the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of the U.K. Borrowers or Canadian Borrowers owned by the Pledgor but not pledged hereunder, or any interest therein, except as otherwise permitted pursuant to Section 10.3 or Section 10.4 of the Amended and Restated Credit Agreement.
Appears in 2 contracts
Sources: Pledge Agreement (Acc Corp), Pledge Agreement (Acc Corp)
Certain Covenants. The Each Pledgor hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are have been indefeasibly paid in full and the Commitments are terminatedfull, such Pledgor shall:
(a) Pledgor willnot, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enableexcept as expressly permitted by the Secured Agreement, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the CollateralPledged Collateral pledged hereunder by such Pledgor, or (iiiii) create, incur create or permit to exist any Lien lien upon or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral Pledged Collateral, except for the security interest created by this Pledge Agreement and liens permitted by the Secured Agreement, or in connection (iii) permit, except as expressly permitted by the Secured Agreement, any issuer of Pledged Shares to merge or consolidate with any Person;
(b) except as expressly permitted by the Secured Agreement, (i) cause each issuer of Pledged Shares not to issue any stock or other securities (x) except with respect to AG Asia, in addition to or (y) in substitution for the Pledged Shares issued by such issuer, except to Pledgor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct Subsidiary or a direct Unrestricted Subsidiary of Pledgor;
(i) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed (directly or indirectly) to Pledgor by any direct or indirect Subsidiary of the transactions contemplated Company, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed (directly or indirectly) to Pledgor by any Person that after the date of this AgreementPledge Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgor; and
(d) promptly deliver to Collateral Agent all written notices received by it with respect to the Pledged Collateral.
Appears in 2 contracts
Sources: Junior Stock Pledge Agreement (Atlantic Gulf Communities Corp), Junior Stock Pledge Agreement (Atlantic Gulf Communities Corp)
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit Until payment in full of the Secured Parties Obligations, the Guarantor agrees that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of The Guarantor has and will have good and marketable title to the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may Collateral from time to time request owned or acquired by it, free and clear of all liens, encumbrances and security interests, except security interests granted to establish and maintain a valid perfected pledge created in favor of the Secured Party and first priority security interest as otherwise set forth in the Collateralthat certain Revolving Line of Credit and Term Loan Agreement of even date herewith by and between Borrower and Secured Party. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and Guarantor shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering defend such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoeverpersons.
(b) The Guarantor shall not, without the prior written consent of the Secured Party, (i) borrow against the Collateral from any person, firm or corporation other than the Secured Party, (ii) create, incur, assume or suffer to exist any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of or conditional sale or other title retention agreement with respect to any of the Collateral, except the security interest created hereunder, (iii) permit any levy or attachment to be made against any of the Collateral except a levy or attachment relating to this Agreement, unless removed within sixty (60) days after written notice by Secured Party to Guarantor, (iv) permit any financing statement to be on file with respect to any of the Collateral, except financing statements in favor of the Secured Party, or (v) permit any transfer of Collateral without the consent of the Secured Party.
(c) The Guarantor shall faithfully preserve and protect the Secured Party’s security interest in the Collateral and shall, at its own cost and expense, cause said security interest to be perfected and continued perfected, and for such purpose, the Guarantor shall from time to time at the request of the Secured Party execute and file or record, or cause to be filed or recorded, or authorize the Secured Party to execute and file or record, such instruments, documents and notices, including, without limitation, financing statements and continuation statements, as the Secured Party may deem necessary or advisable in order to perfect and continue perfected said security interest. The Guarantor shall do all such other acts and things and execute and deliver all such other instruments and documents, including, without limitation, further security agreements, pledges and assignments, as the Secured Party may reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of said security interest as a first lien security interest in the Collateral prior to the rights of all persons therein or thereto. The Secured Party is hereby appointed attorney-in-fact for the Guarantor to do all acts and things which it may deem necessary or advisable to preserve, perfect and continue perfected its security interest in the Collateral, including, without limitation, the signing and recording of financing and other similar statements.
(d) At any time Risk of loss of, damage to or destruction of the Collateral is on the Guarantor. The Guarantor shall insure the Collateral against such risks and from time casualties and in such amounts and with such insurers as acceptable to timeSecured Party in its reasonable discretion. All such policies of insurance shall contain loss payable clauses in favor of the Guarantor and the Secured Party as their respective interests may appear, and show Secured Party as an additional insured on the liability portion of said policy, and such policies or certificates evidencing the same shall be deposited with the Secured Party immediately upon the written request of the AgentSecured Party. If the Guarantor fails to effect and keep in full force and effect such insurance or fails to pay the premiums thereon when due, the Secured Party may do so for the account of the Guarantor and add the cost thereof to the Obligations. The Guarantor hereby assigns and sets over unto the Secured Party all monies which may become payable on account of such insurance, including, without limitation, any return of unearned premiums which may be due upon cancellation of any such insurance, and at authorizes the sole expense Secured Party to direct the insurers to pay the Secured Party any amount so due. The Secured Party, its officers, employees and authorized agents, are hereby irrevocably appointed attorney-in-fact of the Pledgor, Pledgor will promptly and duly execute and deliver Guarantor to endorse any draft or check which may be payable to the Guarantor in order to collect the proceeds of such further instruments and documents and take such further actions as insurance or any return of unearned premiums. Such proceeds shall be applied to the Agent may reasonably request for the purposes of obtaining payment or preserving the full benefits of this Agreement and prepayment of the rights and powers herein grantedObligations. If any amount payable under or Any balance of insurance proceeds remaining in connection with any the possession of the Collateral Secured Party after payment in full of the Obligations shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered paid to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this AgreementGuarantor or order.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, Guarantor assumes full responsibility for taking any and all liabilities with respect to, or resulting from any delay necessary steps to preserve its rights in paying, any the Accounts against account debtors. The Secured Party shall be deemed to have exercised reasonable care in the custody and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any preservation of such of the Collateral or as may be in connection with any its possession if it takes such action for that purpose as the Guarantor shall request in writing, provided that such requested action shall not, in the reasonable judgment of the transactions contemplated Secured Party, impair the Secured Party’s security interest in the Collateral or its rights in, or the value of, the Collateral, and provided further that such written request is received by this Agreementthe Secured Party in sufficient time to permit it to take the requested action.
(f) The Guarantor shall maintain each item of Collateral in good condition and repair and shall pay and discharge all taxes, levies and other impositions levied or assessed thereon as well as the cost of repairs to or maintenance of the same. If the Guarantor fails to do so, the Secured Party may pay the cost of such repairs or maintenance and such taxes, levies or other impositions for the account of the Guarantor and add the amount thereof to the Obligations.
Appears in 2 contracts
Sources: Revolving Line of Credit and Term Loan Agreement (National Investment Managers Inc.), Security Agreement (National Investment Managers Inc.)
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties Agents and Lenders that, except as permitted under the Credit Agreement, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) The Pledgor will not without thirty (30) days prior written notice to the Agent change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading. The Pledgor will, upon reasonable request of the Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) The Pledgor agrees that as a member of the Companies it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by a member under the terms of the articles of organization and operating agreements of the Companies, at no cost or expense to the Agent and the Lenders.
(c) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly indorsed by the Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, Pledgor to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the any Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and upon the recapitalization or reclassification of any Issuer, any new securities issued in connection with or in exchange for any Collateral shall be delivered to the Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(cd) Without the prior written consent of the Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this AgreementPermitted Liens. The Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) At any time and from time to time, upon the reasonable written request of the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ef) The Pledgor agrees to pay, and to save the Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Insignia Properties Trust /), Pledge and Security Agreement (Insignia Properties Trust /)
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Secured Parties Administrative Agent and the Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of any the Issuer shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such the Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein grantedgranted provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 2 contracts
Sources: Credit Agreement (RCN Corp /De/), Credit Agreement (Cable Michigan Inc)
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties Parties, that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due CHAR2\▇▇▇▇▇▇▇▇▇ and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor willshall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the AgentAdministrative Agent or the Required Lenders, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents each Pledgor shall promptly (and pay the costs of filing in any event within ten (10) Business Days after such request or recording the same in all public offices deemed necessary such later date as agreed to by the Administrative Agent) and do such other acts and things, all as deliver to the Administrative Agent may from time updated Schedules to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition; provided, any sums paid upon that at no time shall the Pledged Stock or in respect of the Collateral upon the liquidation or dissolution Partnership/LLC Interests of any Issuer shall be held by or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the Agent as additional collateral security for voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the Secured Obligations. If any sums non-voting Pledged Stock or non-voting Partnership/LLC Interests of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured ObligationsSubsidiary.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Code or (B) is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist CHAR2\▇▇▇▇▇▇▇▇▇ any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this AgreementPledge Agreement or Permitted Liens. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoeverwhomsoever other than with respect to Permitted Liens.
(de) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ei) The Each Pledgor agrees shall, promptly (but in any event within five (5) Business Days or such later date as agreed to payby the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since CHAR2\▇▇▇▇▇▇▇▇▇ the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined refer to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreementsuch additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Each Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised agrees that in the event any security and other property received by such Pledgor to be credited to an Account is registered in the name of such Pledgor, payable to the order of such Pledgor fails or specially indorsed to execute and such Pledgor, such Pledgor shall deliver any document necessary such security or other property to perfect the applicable Custodian indorsed to such Custodian or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorin blank.
(b) If No Pledgor shallwill (i) change its name, as a result identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B attached hereto or (iii) change the jurisdiction of its ownership incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given 20 days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the CollateralAdministrative Agent may reasonably request, become entitled and (2) delivered to receive the Administrative Agent 10 days prior to any such change or shall receive any stock or removal such documents, instruments and financing statements as may be required by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other certificate actions reasonably requested by the Administrative Agent (including, without limitationat the request of the Administrative Agent, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction delivery of capital or any certificate issued in connection with any reorganizationopinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of order to perfect and maintain the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent Lien upon and deliver the same forthwith to the Agent security interest in the exact form received, together Collateral provided for herein in accordance with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect provisions of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured ObligationsSection 3(b).
(c) Without Except as permitted by the prior written consent of the AgentCredit Agreement, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, transfer or otherwise dispose of, or grant any option with respect to, the Collateralor mortgage, or (iii) createpledge, incur or permit to exist grant any Lien or option in favor of, or any claim of any Person with respect to, to or otherwise encumber any of the Collateral, Collateral or any interest therein, except for the lien provided for by security interest created in favor of the Secured Parties hereunder, the Custodian Liens and except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a (A) true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, (B) a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and such Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (C) if applicable, a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed such Pledgor’s aggregate Secured Letter of Credit Exposure, (B) the aggregate Collateral Value (with respect to all remaining Accounts of all Pledgors and all other Collateral pledged by any Pledgor pursuant to any Credit Document) would equal or exceed the aggregate Secured Letter of Credit Exposure and (C) no Default or Event of Default would exist. Each Pledgor will hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(e) In the event any Custodian gives notice of termination of any Control Agreement covering an Account where any Pledged Assets are held, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors and shall have accepted such appointment prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties.
(f) Each Pledgor agrees that it will, at its own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoeverother Persons.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Agent Administrative Agent, for the ratable benefit of the Secured Parties thatAdministrative Agent and Lenders, that from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) The Pledgor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4(c) and shall defend such security interest against the claims and demands of all Persons whomsoever.
(b) The Pledgor will not without thirty (30) days prior written notice to the Administrative Agent (i) change its name, identity, jurisdiction of incorporation, or corporate structure, or (ii) permit the Borrower to change its name, identity, jurisdiction of incorporation, corporate structure, or its "jurisdiction" for purposes of Section 8-110(d) of the Code, in any such case so as to make any financing or other statement filed as provided herein become seriously misleading.
(c) The Pledgor will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Loan Agreement, or (ii) create or suffer to exist any Lien or other charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness of any Person or entity.
(d) Upon reasonable request of the Administrative Agent, the Pledgor will, upon request of and will cause the AgentBorrower to, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Administrative Agent) and do such other acts and things, including, without limitation, taking any actions necessary to enable the Administrative Agent to obtain "control" (within the meaning of the applicable Code) with respect to the LLC Interests, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Each of the Pledgor and the Borrower hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority authority, exercisable after and during the occurrence of an Event of Default, to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by each of the PledgorPledgor and the Borrower.
(be) The Pledgor agrees that as a member of the Borrower it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by a member under the terms of the Articles of Organization and the Operating Agreement, at no cost or expense to the Administrative Agent and the Lenders.
(f) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank endorsed by such Pledgor, and withthe Pledgor to the Administrative Agent, if the Agent so requests, signature guaranteedrequired, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the any Collateral upon the liquidation or dissolution of any Issuer the Borrower shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and upon the recapitalization or reclassification of the Borrower, any new securities issued in connection with or in exchange for any Collateral shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dg) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor and the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.
(eh) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Medcath Corp)
Certain Covenants. The Pledgor covenants and agrees with the Agent Administrative Agent, for the ratable benefit of itself and the Secured Parties Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) On or before the date of execution of this Pledge Agreement, the Pledgor will, upon request shall cause each of the Agent, execute such notices partners of lien, notices of assignment and continuations or amendments to any each of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time Partnerships to time request to establish and maintain execute a valid perfected pledge and first priority security interest consent in the Collateral. The Pledgor hereby constitutes and appoints form attached hereto evidencing the Agent (and any consent of its officers) as its attorney-in-fact with full power and authority the partners to execute and deliver all documents necessary the pledge of the Partnership Interests pursuant to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgor agrees that as a partner in the Partner ships it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of the partnership agreements of the Partnerships, at no cost or expense to the Administrative Agent and the Lenders.
(c) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership Interests of any Issuer or Partnership that is a Foreign Subsidiary exceed 66.00% of the Pledged Stock or Partnership Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution disso lution of any Issuer or Partnership shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement of the Partnerships, (iii) accept a surrender of any partnership agreement of any of the Partner ships or waive any breach of or default under any partnership agreement of any of the Partnerships by any other party there to, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory satisfac tory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ef) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(g) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments as required pursuant to Section 7.12 of each Credit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the ----------------- Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that in no event shall more than 66.66% -------- of all the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) Without the prior written consent of the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of the Foreign Subsidiaries owned by the Pledgor but not pledged hereunder, or any interest therein, except as otherwise permitted pursuant to Section 9.3 or Section 9.4 of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties Parties, that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor willshall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the AgentAdministrative Agent or the Required Lenders, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents each Pledgor shall promptly (and pay the costs of filing in any event within ten (10) Business Days after such request or recording the same in all public offices deemed necessary such later date as agreed to by the Administrative Agent) and do such other acts and things, all as deliver to the Administrative Agent may from time updated Schedules to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and the Secured Parties.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, CHAR1\1756506v3 NAI-1514813940v3 whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition; provided, any sums paid upon that at no time shall the Pledged Stock or in respect of the Collateral upon the liquidation or dissolution Partnership/LLC Interests of any Issuer shall be held by or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the Agent as additional collateral security for voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the Secured Obligations. If any sums non-voting Pledged Stock or non-voting Partnership/LLC Interests of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured ObligationsSubsidiary.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this AgreementPledge Agreement or Permitted Liens. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoeverwhomsoever other than with respect to Permitted Liens.
(de) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or CHAR1\1756506v3 NAI-1514813940v3
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ei) The Each Pledgor agrees shall, promptly (but in any event within thirty (30) days or such later date as agreed to payby the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined refer to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreementsuch additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgor covenants and agrees with the Collateral Agent for the ratable benefit of itself and the Secured Parties that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Collateral Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the Collateral Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or 5 permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. The Pledgor will defend the right, title and interest of the Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Collateral Agent, to pledge the Pledgor's interest therein to the Collateral Agent for the ratable benefit of itself and the Secured Parties.
Appears in 1 contract
Sources: Pledge Agreement (WLR Foods Inc)
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties Party, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminatedfull:
(a) Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend distribution of any capitalized interest or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the AgentSecured Party, hold the same in trust for the Agent Secured Party and deliver the same forthwith to the Agent Secured Party in the exact form received, duly indorsed by Pledgor to the Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, Pledgor to be held by the AgentSecured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any the Issuer shall be held by the Agent Secured Party as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the AgentSecured Party, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralIssuer Interests, except for any sale, assignment, transfer or exchange pursuant to which the Issuer Interests remain subject to the Liens in favor of the Secured Party, (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this AgreementPledge Agreement or (iii) enter into any agreement or undertaking restricting the right or ability of Pledgor or the Secured Party to sell, assign or transfer any Collateral. Pledgor will defend the right, title and interest of the Agent Secured Party in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the AgentSecured Party, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent Secured Party may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the AgentSecured Party, duly endorsed in a manner satisfactory to the AgentSecured Party, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees shall deliver all certificates or other documents evidencing or representing the Issuer Interests to pay, and to save the Agent and the Secured Parties harmless fromParty, any accompanied by undated stock powers covering such certificates duly executed in blank by Pledgor, all in form and all liabilities with respect to, or resulting from any delay in paying, any substance reasonably satisfactory to the Secured Party and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any not later than 2 Business Days after the date of the Collateral or in connection with any of the transactions contemplated by this Agreementissuance thereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (General Finance CORP)
Certain Covenants. The Pledgor covenants and agrees with the ----------------- Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that in no event shall more than 66.66% of all -------- the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) Without the prior written consent of the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of the Foreign Subsidiaries owned by the Pledgor but not pledged hereunder, or any interest therein, except as otherwise permitted pursuant to Section 9.3 or Section 9.4 of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Secured Parties Administrative Agent and the Lenders that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) The Pledgor will not, without thirty (30) days' prior written notice to the Administrative Agent, change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading. The Pledgor will, upon request of the Administrative Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Administrative Agent) and do such other acts and things, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) The Pledgor will pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Debt owed to the Pledgor by any obligor in an amount exceeding $100,000.
(c) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership, membership or operating agreement of the LLCs or the Partnerships, (iii) accept a surrender of any partnership, membership or operating agreement of any of the Partnerships or LLCS, as applicable, or waive any breach of or default under any such agreement by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) At Such Pledgor will advise the Administrative Agent promptly, in reasonable detail, (i) of any time and from time to time, upon the written request Lien or claim made or asserted against any material part of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.Collateral,
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor willThe Issuer shall reserve and provide, upon request free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may Securities from time to time request to establish as such Securities are presented for conversion (assuming that at the time of computation of such number of shares, all such Securities would be converted by a single Holder and maintain a valid perfected pledge and first priority security interest in the Collateralthat Physical Settlement were applicable). The Pledgor hereby constitutes Issuer covenants that all shares of Common Stock issued upon conversion of Securities will be fully paid and appoints the Agent (and any of its officers) as its attorneynon-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable assessable by the PledgorIssuer and free from all taxes, liens and charges with respect to the issue thereof.
(b) If Pledgor shall, as a result of its ownership of The Issuer covenants that the Collateral, become entitled to receive or shall receive any stock or other certificate Common Stock (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with successor security into which the Notes (or any reorganization), option successor notes) are convertible) shall at all times be listed on any national securities exchange or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligationsautomated quotation system.
(c) Without the prior written consent of the AgentThe Issuer further covenants that it will not, Pledgor will not (i) vote to enable, or take for so long as any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to Securities remain outstanding issue any other convertible debt securities which, if fully converted, would convert into greater than 15% of the Issuer’s total outstanding shares of Common Stock on a fully diluted basis (the “Maximum Amount”). If the Issuer proposes to issue convertible into or granting debt securities in an amount up to the right Maximum Amount for cash, it shall first offer such convertible debt securities to each Holder, and each Holder shall be entitled to purchase or exchange for any stock or such Holder’s pro rata portion of such convertible debt securities based on the aggregate principal amount of all Securities then held by such Holder as compared to the aggregate principal amount all of the Securities then outstanding. For the avoidance of doubt, such other equity convertible debt securities will not include the issuance of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoeverSecurities.
(d) At any time and from time The Issuer further covenants that if it (i) conducts a bona fide public offering (including an at-the-market facility) or a private placement of shares of Common Stock or securities convertible into shares of Common Stock (together, an “Offering”) or (ii) issues to time, upon the written request all or substantially all holders of the AgentCommon Stock any rights (other than rights under any stockholder rights plan in accordance with Section 7(a)), options or warrants entitling them (an “Issuance”) while any Securities remain outstanding, the Issuer shall permit each Holder to purchase the number of Securities necessary to maintain such Holder’s respective Percentage Interest (an “Additional Securities Offering”) at a price equal to the lesser of (A) a 12.0% premium to (x) with respect to an Offering, the price paid for a share of Common Stock (or the conversion price for securities purchased that are convertible into Common Stock) in such Offering and at (y) with respect to an Issuance, the sole expense average of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Daily VWAPs of the Agent may reasonably request Common stock for the purposes of obtaining or preserving 20 Trading Days prior to the full benefits of this Agreement and date of the rights and powers herein granted. If any amount payable under or in connection with any public announcement of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered Issuance and (B) a 5.0% premium to the Agent, duly endorsed closing price of the Common Stock on the Relevant Exchange on the date immediately following the public announcement of the Offering or the Issuance; provided that in no event shall the price of any additional Securities be less than a manner satisfactory 5.0% premium to the Agentclosing price of the Common Stock on the Relevant Exchange on the date such additional Securities are issued (as applicable, the “Additional Conversion Price”). For the avoidance of doubt, in no event shall the grant of stock options, restricted stock or other equity awards of shares of Common Stock to employees, officers, consultants or directors be held as Collateral pursuant considered a bona fide public offering or private placement of shares of Common Stock. The Issuer shall provide each Holder with written notice of such Holder’s right to this Agreementpurchase additional Securities within ten (10) Business Days after the closing of an Offering or an Issuance. Within ten (10) Business Days after receipt of such written notice, each Holder must provide the Issuer with written notice of its intention to purchase additional Securities.
(e) The Pledgor Each Holder covenants and agrees to paythat, for a period of three (3) years from the date hereof, such Holder will not, and will cause its controlled Affiliates to save the Agent and the Secured Parties harmless fromnot, engage in any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any Short Sales of securities of the Collateral Company, and such Holder will not, directly or indirectly, instruct any third parties to engage in connection with any Short Sales of securities of the transactions contemplated by this AgreementCompany on its behalf.
(f) The Issuer covenants that the aggregate principal amount of the Securities outstanding at any time may not exceed $30.0 million plus any PIK Notes or additional Securities issued pursuant to Section 6(d).
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Secured Parties Administrative Agent and the Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of any the Issuer shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such the Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement; provided, however, nothing contain in the Section 5(b) shall prohibit the Mercom Contribution. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein grantedgranted provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Certain Covenants. The Each Pledgor hereby covenants and agrees with the Agent for Administrative Agent, the ratable benefit of the Secured Parties Lenders and Infogrames U.S., that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are Aggregate Commitment is terminated:
(a) As a partner or member in the Partnerships/LLCs listed under such Pledgor's name on Schedule I, it will abide by, perform and discharge each and every material 8 8 obligation, covenant and agreement to be abided by, performed or discharged by such Pledgor will, upon request as and when required under the terms of the partnership agreements and operating agreements, as applicable, of such Partnerships/LLCs, at no cost or expense to the Administrative Agent, execute such notices of lien, notices of assignment and continuations the Lenders or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.Infogrames U.S.
(b) If such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the AgentAdministrative Agent and Infogrames U.S., hold the same in trust for the Administrative Agent and Infogrames U.S. and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Foreign Subsidiary exceed sixty-five percent (65%) of the issued and outstanding shares of all classes of capital stock of such Subsidiary or Partnership/LLC Interests of such Subsidiary owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of the such Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Schedule I to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of any such Partnerships/LLCs, (iii) accept a surrender of any partnership agreement or operating agreement of any such Partnerships/LLCs or waive any material breach of or default under any partnership agreement or operating agreement of any such Partnerships/LLCs by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, to the Collateral, except as permitted by the Loan Documents or the Infogrames Bridge Loan Documents, or (iiiv) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Liens provided for by this AgreementPledge Agreement or Permitted Liens. Such Pledgor will defend the right, title and interest of the Administrative Agent and Infogrames U.S. in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(e) The Such Pledgor agrees to paypay when due, and to save each of the Agent Administrative Agent, the Lenders and the Secured Parties Infogrames U.S. harmless from, any and all liabilities with respect to, or resulting from any delay in payingpaying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent, any such Lender or Infogrames U.S., respectively), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(f) On or prior to the formation or acquisition of any Subsidiary by such Pledgor, such Pledgor agrees to execute the Joinder Agreement, attached to the Credit Agreement (which among other things, supplements this Pledge Agreement), and such other documents and instruments as required pursuant to Section 8.12 of the Credit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are have been indefeasibly paid in full and the Commitments are terminatedfull, Pledgor will:
(a) Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (iiiii) create, incur create or permit to exist any Lien upon or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral Pledged Collateral, except for the security interest under this Agreement, or (iii) permit any issuer of Pledged Shares to merge or consolidate unless all the outstanding capital stock of the surviving or resulting corporation is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent corporation;
(i) cause each issuer of Pledged Shares not to issue any stock or other securities in addition to or in connection with substitution for the Pledged Shares issued by such issuer, except to Pledgor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of Pledgor;
(i) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed (directly or indirectly) to Pledgor by any obligor of the transactions contemplated Pledged Debt, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed (directly or indirectly) to Pledgor by any Person that after the date of this AgreementAgreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgor;
(d) promptly deliver to Collateral Agent all written notices received by it with respect to the Pledged Collateral; and
(e) pay or discharge, prior to delinquency, all taxes, charges, fees, expenses, Liens and assessments of every nature levied or imposed upon the Pledged Collateral.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Certain Covenants. The Pledgor provisions set forth in Section 8 of the First Amendment are superceded in their entirety by this Section 13. Unless and until the financial statements for the fiscal quarters ended December 31, 2005 and June 30, 2006, the Financial Restatement, and the financial statements for the fiscal year ended March 31, 2006, together with the certificates and reports required to be delivered pursuant to Section 5.01, have, in each case, been delivered, and any Reporting Violations are cured, each of Holdings and the Borrower hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full each Lender and the Commitments are terminatedAdministrative Agent that:
(a) Pledgor neither Holdings nor the Borrower will, upon request nor will they permit any Restricted Subsidiary to, (i) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment otherwise permitted by clause (x)(B) of Section 6.08(a) of the Agent, execute such notices Credit Agreement or (except to the extent of lien, notices of assignment and continuations or amendments Restricted Payments made by the Borrower to any Holdings in order to permit Holdings to make Restricted Payments of the foregoingtype allowed by clauses (iii) through (v) of Section 6.08(a) of the Credit Agreement) clause (xi) of Section 6.08(a) of the Credit Agreement, and other documents or incur any obligation (and pay the costs of filing contingent or recording the same in all public offices deemed necessary by the Agentotherwise) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power so or (ii) make any investment in any Unrestricted Subsidiary if any proceeds of attorney hereby granted is a special power of attorney coupled with an interest and shall such investment are to be irrevocable used for any purpose otherwise prohibited by the Pledgor.this clause (a); and
(b) If Pledgor shallneither Holdings nor the Borrower will, as a result nor will they permit any Subsidiary to, give any consideration to or for the benefit of its ownership any holder of Existing Subordinated Debt for any amendment, modification or waiver of any agreement, instrument or other document evidencing or governing any Existing Subordinated Debt or any waiver or consent of or arrangement with any of such holders of the CollateralExisting Subordinated Debt, become entitled in each case with respect to receive a Reporting Violation; provided that the foregoing shall not prohibit payment of a cash fee (or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution the equivalent thereof) in connection with any reclassificationsuch amendment, increase modification or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, waiver if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote such fee does not exceed an amount that would be, based upon available information, usual and customary for fees paid to enable, obtain similar consents or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, waivers under similar circumstances and (ii) sell, assign, transfer, exchange, or otherwise dispose at the time of, or grant any option with respect and after giving effect to, the Collateralpayment of such fee, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any the sum of the Collateral, or any interest therein, except for Revolving Commitments exceeds the lien provided for by this Agreement. Pledgor will defend the right, title and interest sum of the Agent in and to the Collateral against the claims and demands of all Persons whomsoeverRevolving Exposures by at least $35,000,000.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Amendment and Waiver (American Media Operations Inc)
Certain Covenants. The Pledgor Debtor acknowledges that certain covenants set forth in the Credit Agreement are applicable to Debtor or shall be imposed upon Debtor, and Debtor covenants and agrees to promptly and properly perform, observe, and comply with each such covenant. In addition, Debtor further covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminatedthat Debtor will:
(a) Pledgor will, upon request Maintain at one or more of the Agentaddresses set forth on Schedule 1 a current record of where all Collateral is located, execute permit representatives of any Secured Party (at such notices of lien, notices of assignment and continuations or amendments Secured Party's expense to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest extent so provided in the Collateral. The Pledgor hereby constitutes Credit Agreement) at any time during normal business hours to inspect and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created herebymake abstracts from such records, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.and
(b) If Pledgor shall, as a result Perform in accordance with normal business practices all of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution Debtor's duties under and in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith each transaction to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of which any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligationsrelates.
(c) Without the prior written consent Promptly notify Secured Parties of any claim, action, or proceeding affecting title to all or any of the AgentCollateral or the Security Interest and, Pledgor will not (i) vote to enableat the request of any Secured Party, or take any other action to permitappear in and defend, at Debtor's expense, any Issuer such action or proceeding.
(d) From time to issue any stock time promptly execute and deliver to Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or other equity securities things as Secured Parties may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, Security Interest.
(iie) Not sell, assign, transfer, exchangelease, or otherwise dispose of, or grant any option with respect topermit the sale, the Collaterallease, or disposition of, any Collateral except for sales, leases, and other dispositions permitted by the terms of the Credit Agreement.
(iiif) Not create, incur incur, or suffer or permit to be created or incurred or to exist any Lien upon or option in favor of, or any claim of any Person with respect to, against any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoeverPermitted Liens.
(dg) At any time and from time to timeNot use, upon or permit the written request of the Agentuse of, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be for any unlawful purpose or become evidenced by in any promissory note, other instrument manner inconsistent with the provisions or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreementrequirements of any applicable insurance policy.
(eh) The Pledgor agrees to payNot amend, and to save modify, surrender, cancel, terminate, or replace, nor permit any such amendment, modification, surrender, cancellation, termination, or replacement of, (i) the Agent and Contingent Support Agreement, without each Secured Party's written consent, or (ii) other than in the Secured Parties harmless fromordinary course of business, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes material contract to which may be payable or determined to be payable with respect to any of the Collateral relates.
(i) Not relocate Debtor's principal place of business, chief executive office, or in connection with place where Debtor's books and records related to accounts are kept, or otherwise relocate any of the transactions contemplated by this Agreementother Collateral, to an address in a Louisiana parish or other state other than to those Louisiana parishes or other states in which addresses set forth on Schedule 1 are located, or change Debtor's name or address to which it is entitled to receive notices hereunder, unless prior thereto Debtor (i) gives Secured Parties 30 days prior written notice of such proposed relocation or change (such notice to include, without limitation, the name of the Louisiana parish or other state into which the Collateral is being relocated, and the new name and address of Debtor) and (ii) (unless the Collateral is being relocated to a jurisdiction in which existing financing statements or other required filings have previously been made to perfect the Security Interest in such Collateral) executes and delivers all such additional documents and performs all additional acts as Secured Parties in their sole discretion may request in order to continue or maintain the existence and priority of the Security Interest in such Collateral.
(j) To the extent necessary for Pool Alaska, Inc. to conduct its business as then being conducted, (i) prosecute diligently any trademark or service mark ▇▇▇lication of the Trademarks now or hereafter pending, (ii) make federal application on registrable but unregistered trademarks or service marks, as appropriate, (iii) file and prosecute opposition and cancellation proceedings with respect to the Trademarks, (iv) preserve and maintain all of Pool Alaska, Inc.'s rights in trademark or service mark ▇▇▇lications, service marks, trademarks and trademark or service mark ▇▇▇istrations of the Trademarks, (v) with respect to the Trademarks, shall not abandon any right to file a patent application or trademark or service mark ▇▇▇lication, or any pending trademark or service mark ▇▇▇lication, service mark ▇▇ trademark, (vi) make timely application and pay fees for the Trademarks, and complete the filing of any documents and pay in a timely manner all maintenance, extension, renewal, incontestable or other fees with respect to such Trademarks, (vii) do all other things
Appears in 1 contract
Sources: Revolving Credit Agreement (Pool Energy Services Co)
Certain Covenants. The Each Pledgor covenants and agrees with the Agent Administrative Agent, for the ratable benefit of the Secured Parties thatAdministrative Agent and Lenders, that from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Such Pledgor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4(c) and shall defend such security interest against the claims and demands of all Persons whomsoever.
(b) Such Pledgor will not without thirty (30) days prior written notice to the Administrative Agent (i) change its name, identity, jurisdiction of incorporation, or corporate structure, or (ii) permit the Borrower to change its name, identity, jurisdiction of incorporation, corporate structure, or its "jurisdiction" for purposes of Section 8-110(d) of the Code, in any such case so as to make any financing or other statement filed as provided herein become seriously misleading.
(c) Such Pledgor will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Loan Agreement, or (ii) create or suffer to exist any Lien or other charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness of any Person or entity.
(d) Upon reasonable request of the Administrative Agent, such Pledgor will, upon request of and will cause the AgentBorrower to, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Administrative Agent) and do such other acts and things, including, without limitation, taking any actions necessary to enable the Administrative Agent to obtain "control" (within the meaning of the applicable Code) with respect to the Partnership Interests, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor Each of the Pledgors and the Borrower hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority authority, exercisable after and during the occurrence of an Event of Default, to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by each of the PledgorPledgors and the Borrower.
(be) SAMI agrees that as general partner of the Borrower it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by the general partner under the terms of the Certificate of Partnership and the Partnership Agreement, at no cost or expense to the Administrative Agent and the Lenders. SAH agrees that as a limited partner of the Borrower it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by a limited partner under the terms of the Certificate of Partnership and the Partnership Agreement, at no cost or expense to the Administrative Agent and the Lenders.
(f) If such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank endorsed by such Pledgor, and withPledgor to the Administrative Agent, if the Agent so requests, signature guaranteedrequired, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the any Collateral upon the liquidation or dissolution of any Issuer the Borrower shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and upon the recapitalization or reclassification of the Borrower, any new securities issued in connection with or in exchange for any Collateral shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional collateral securing security for the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dg) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of the such Pledgor, such Pledgor and the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.
(eh) The Such Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Medcath Corp)
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Secured Parties Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Each Pledgor willshall promptly notify the Administrative Agent, upon in writing, of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the AgentAdministrative Agent or the Required Lenders, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents each Pledgor shall promptly (and pay in any event within ten (10) Business Days after such request) deliver to the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Administrative Agent may from time updated Schedules to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and the Lenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a first-tier Foreign Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this Pledge Agreement. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected Security Interest (to the extent required to do so hereunder) having the priority described in Section 6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever.
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ei) The Each Pledgor agrees shall, upon acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to pay, and refer to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreementsuch additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Each Pledgor covenants and agrees with the Relevant Collateral Agent for the ratable benefit of the Secured Parties Bridge Lenders that, from and after the date of this Bridge Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of the Agent, execute If such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Agent, Relevant Collateral Agent hold the same in trust for the Relevant Collateral Agent and deliver the same forthwith to the Relevant Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Relevant Collateral Agent if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Relevant Collateral Agent so requests, signature guaranteed, to be held by the Agent, Relevant Collateral Agent subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Relevant Collateral Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Relevant Collateral Agent, hold such money or property in trust for the Relevant Collateral Agent, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations.;
(cb) Without the prior written consent of the Agent, Relevant Collateral Agent such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such IssuerIssuer unless, in each case, such stock or other security becomes "Pledged Stock", "Pledged Debt" or "Partnership/LLC Interests" hereunder, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralCollateral (except as expressly permitted by the Senior Credit Agreement), or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this AgreementBridge Pledge Agreement or expressly permitted by the Credit Agreement or (iv) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto (other than with respect to any Inactive Subsidiary). Such Pledgor will defend the right, title and interest of the Relevant Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.;
Appears in 1 contract
Sources: Bridge Pledge Agreement (Choice One Communications Inc)
Certain Covenants. The Pledgor covenants parties hereto each hereby covenant to the other and agrees agree with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminatedother as follows:
(a) Pledgor willContinuation of Business of Cabletel. Between the date hereof and the Closing Date, upon request each of the AgentHolders will use his respective best lawful efforts to cause Cabletel to continue to carry on its business in the manner hereto carried on, execute such notices to keep its business organization intact, to make available the service of lienpresent employees of Cabletel and to preserve the relationships with customers, notices of assignment and continuations or amendments to any of the foregoingsuppliers, and other documents (others having business relationships with Cabletel. Between the date hereof and pay the costs of filing or recording Closing Date, the same in all public offices deemed necessary by the Agent) Holders will not permit, and do such other acts FEINC, ARM, Tacaruna and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (includingCabletel will not, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not Company or except as otherwise provided in this Agreement:
(i) vote to enableissue or sell any stock, notes, bonds or other corporate securities, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right options to purchase the same, or exchange for enter into any stock or other equity securities of any nature of such Issuer, agreements in respect thereof;
(ii) selldeclare, assignset aside or make (or become obligated for) any payment or distribution in respect of its ordinary shares or other securities, transferdirectly or indirectly redeem, exchange, purchase or otherwise dispose of, acquire any shares of such stock or grant make (or become obligated to make) any option with respect to, the Collateral, loans or advances to any employee or shareholder;
(iii) createamend its governing instruments;
(iv) incur any obligation or liability (absolute or contingent) except current liabilities and obligations incurred in the ordinary course of business, incur or permit pay any liability or obligation (absolute or contingent) other than current liabilities and obligations incurred in the ordinary course of business,
(v) sell, assign or transfer any of its tangible assets or any patent, tradename, copyright, license, franchise or other intangible asset or property except in the ordinary course of business;
(vi) mortgage, pledge or grant or suffer to exist any Lien lien or option other encumbrance or charge on any of its assets or properties, tangible or intangible;
(vii) make any changes in favor ofcompensation payable to officers, directors or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent material increase in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount compensation payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreementother employees.
Appears in 1 contract
Certain Covenants. The Each Pledgor hereby covenants and agrees with the Administrative Agent for and the ratable benefit of the Secured Parties Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are Aggregate Commitment is terminated:
(a) Such Pledgor willagrees that as a partner or member in the Partnerships/LLCs listed under such Pledgor's name on Schedule I it will abide by, upon request perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by such Pledgor as and when required under the terms of the Agentpartnership agreements and operating agreements, execute as applicable, of such notices of lienPartnerships/LLCs, notices of assignment at no cost or expense to the Administrative Agent and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.Lenders;
(b) If such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Foreign Subsidiary exceed sixty-five percent (65%) of the issued and outstanding shares of all classes of capital stock of such Subsidiary or Partnership/LLC Interests of such Subsidiary owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of the such Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Schedule I to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of any such Partnerships/LLCs, (iii) accept a surrender of any partnership agreement or operating agreement of any such Partnerships/LLCs or waive any material breach of or default under any partnership agreement or operating agreement of any such Partnerships/LLCs by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, to the Collateral, except as permitted by the Loan Documents, or (iiiv) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Liens provided for by this AgreementPledge Agreement or Permitted Liens. Such Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(e) The Such Pledgor agrees to paypay when due, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in payingpaying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent or any Lender), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(f) On or prior to the formation or acquisition of any Subsidiary by such Pledgor, such Pledgor agrees to execute the Joinder Agreement, attached to the Credit Agreement (which among other things, supplements this Pledge Agreement), and such other documents and instruments as required pursuant to Section 8.12 of the Credit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor Company covenants and agrees with the Agent for the ratable benefit of the Secured Parties Holders that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor willThe Company will not declare, upon request of the Agent, execute such notices of lien, notices of assignment and continuations pay or amendments to make any of the foregoingdividends or distributions on or in respect of, and other documents (will not authorize or call, redeem, repurchase or retire, any Company or Subsidiary securities or indebtedness ranking pari passu or junior to the Notes, including any Company junior subordinated debt, capital stock and pay equity securities, at any time when an Event of Default exists and is continuing hereunder or under the costs Note Purchase/Loan Agreement or where such action would result in such an Event of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.Default
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (includingThe Company may, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the AgentHolders, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible enter into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option agreements with respect toto and consummate any mergers, the Collateralconsolidations, sales, leases or (iii) create, incur transfers of all or permit to exist any Lien substantially all its business or option in favor ofassets, or any claim spin-off, split-off or restructuring, provided that, if the Company is not the surviving entity in the transaction, the successor entity is a corporation or other entity that is a bank or savings association that is an Insured Depository Institution organized under the laws of the United States or any state thereof or the District of Columbia, and which expressly assumes by supplemental written instrument the due and punctual payment of the principal and interest and other additional amounts on this Note, and the due and punctual performance and observance of all the covenants and conditions contained herein and in each of the Company’s indentures, indebtedness and loan agreements; and provided further, that immediately after giving effect to the transaction, there is no event of default under the other indentures, indebtedness and loan agreements of the Company or an Event of Default hereunder and no event, which, after notice or the lapse of time or both, would become an event of default under the other indentures, indebtedness and loan agreements, or an Event of Default hereunder. Notwithstanding any other provisions of this Note, it is expressly understood and agreed that the OCC or any receiver or conservator of the Company appointed by the OCC shall have the right in the performance of its legal duties, and as part of liquidation designed to protect or further the continued existence of the Company or the rights of any Person parties or agencies with respect toan interest in, any or claim against, the Company or its assets, to transfer or direct the transfer of the Collateralobligations of this Note to any bank or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, and interest and premium, if any, on the Note and the due and punctual performance of all covenants and conditions hereunder; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Note, and shall serve to return the Holder to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that any interest thereinand principal previously due, except for other than by reason of acceleration, and not paid shall, in the lien absence of a contrary agreement by the Holder, be deemed to be immediately due and payable as of the date of such transfer and assumption, together with the interest from its original due date at the rate provided for by this Agreement. Pledgor herein.
(c) The Company will defend do all things necessary to preserve and keep in full force and effect its legal existence, and all material rights and franchises in full force and effect to the rightextent that a failure to do so would reasonably be expected to have a Material Adverse Effect, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoevermaintain its properties in good condition.
(d) At Except as would not be disadvantageous to the Holders of the Notes, the Company will pay or discharge or cause to be paid and discharged before they become delinquent, all taxes, assessments and governmental charges levied upon it or any time and from time to time, of its Subsidiaries or upon the written request income, profits or property of any of them; provided that the Company will not be required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount applicability or validity of which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established on the books and records of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining Company or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreementits Subsidiaries.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties Parties, that, from and after the date of this Pledge CHAR2\1570214v4 Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) : Each Pledgor willshall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the Administrative Agent) deliver to the Administrative Agent updated Schedules to this Pledge Agreement. The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, execute such notices of lienperform and discharge each and every material obligation, notices of assignment material covenant and continuations material agreement to be abided by, performed or amendments to any discharged by the Pledgors under the terms of the foregoingpartnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the CollateralSecured Parties. The Pledgor hereby constitutes and appoints the Agent (and If any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall shall, to the extent constituting Collateral, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition; provided, any sums paid upon that at no time shall the Pledged Stock or in respect of the Collateral upon the liquidation or dissolution Partnership/LLC Interests of any Issuer shall be held by or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the Agent as additional collateral security for voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the Secured Obligationsnon-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Code or (B) is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option CHAR2\1570214v4 in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this AgreementPledge Agreement or Permitted Liens. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
whomsoever other than with respect to Permitted Liens. Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (dto the extent required to do so hereunder) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement: change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account. Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
. Each Pledgor shall, promptly (ebut in any event within five (5) The Pledgor agrees Business Days or such later date as agreed to payby the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined refer to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.such additional shares. CHAR2\1570214v4
Appears in 1 contract
Sources: Credit Agreement (Blackbaud Inc)
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; PROVIDED, that in no event shall more than 66.66% of all the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralPledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including without limitation the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent for the ratable benefit of itself and the Lenders.
(f) Without the prior written consent of the Administrative Agent, the Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the shares of capital stock of any Foreign Subsidiary owned by the Pledgor but not pledged hereunder, or any interest therein, except as otherwise permitted pursuant to Section 10.3 or Section 10.4 of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Acc Corp)
Certain Covenants. The Pledgor covenants and agrees with the Agent Administrative Agent, for the ratable benefit of itself and the Secured Parties Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) The Pledgor willagrees that as a partner or member in the Partnerships/LLCs it will abide by, upon request perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by the Pledgor as and when required under the terms of the Agentpartnership agreements and operating agreements, execute such notices of lienas applicable, notices of assignment and continuations or amendments to any of the foregoingPartnerships/LLCs, at no cost or expense to the Administrative Agent and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the PledgorLenders.
(b) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition; provided, any sums paid upon that at no time shall the Pledged Stock or in respect of the Collateral upon the liquidation or dissolution Partnership/LLC Interests of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property Partnership/LLC that is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.Foreign
Appears in 1 contract
Certain Covenants. The Pledgor Borrower covenants and agrees with the Agent Lender for the ratable benefit of the Secured Parties Lender that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will6.4.1 Borrower has and will have good and merchantable title to all of its assets, upon request of including the AgentCollateral, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all each case as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created herebyowned or acquired by it, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of keep the Collateral upon the liquidation or dissolution free and clear of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgorall Liens, Pledgor shall, until such money or property is paid or delivered other than those granted to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest thereinLender, except for the lien as otherwise provided for by this Agreementherein. Pledgor Borrower will defend the right, such title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time 6.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time, upon time at the written request of the Agent, Lender and at the sole expense of Borrower, make, execute, acknowledge and deliver, and file or record, or cause to be filed or recorded, in the Pledgorproper filing places, Pledgor all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will promptly do all such other acts and duly execute things and make, execute, acknowledge and deliver all such further other instruments and documents documents, including without limitation further security agreements, pledges, endorsements, assignments and take such further actions notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the Agent may reasonably request for priority of said Liens as a first and only Lien on and security interest in the purposes of obtaining or preserving the full benefits of this Agreement and of Collateral prior to the rights and powers herein granted. If of all other Persons therein or thereto.
6.4.3 Except as otherwise provided herein, Borrower will not, without the prior written consent of Lender, (i) borrow or permit any amount payable under or in connection with any of Person to borrow against the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered than the Loan to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral Borrower from Lender pursuant to this Agreement.
; (eii) The Pledgor agrees create, incur, assume or suffer to pay, and to save the Agent and the Secured Parties harmless from, exist any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable Lien with respect to any of the Collateral Collateral; (iii) permit any levy or in connection with attachment to be made against any of the transactions contemplated by Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement to be on file with respect to any of the Collateral, except financing statements in favor of Lender.
Appears in 1 contract
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Secured Parties Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated:
(a) Each Pledgor willshall promptly notify the Administrative Agent, upon in writing, of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the AgentAdministrative Agent or the Required Lenders, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents each Pledgor shall promptly (and pay in any event within ten (10) Business Days after such request) deliver to the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Administrative Agent may from time updated Schedules to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and the Lenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Code or (B) is materially adverse to the interests of the Administrative Agent under the Loan Documents, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this AgreementPledge Agreement or Permitted Liens. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to the extent required to do so hereunder) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law).
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ei) The Each Pledgor agrees shall, promptly (but in any event within five (5) Business Days) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to pay, and refer to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreementsuch additional shares.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Each Pledgor covenants and agrees with the Agent Administrative Agent, for the ratable benefit of the Secured Parties thatAdministrative Agent and Lenders, that from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Such Pledgor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4(c) and shall defend such security interest against the claims and demands of all Persons whomsoever.
(b) Such Pledgor will not without thirty (30) days prior written notice to the Administrative Agent (i) change its name, identity, jurisdiction of incorporation, or corporate structure, or (ii) permit the Borrower to change its name, identity, jurisdiction of incorporation, corporate structure, or its "jurisdiction" for purposes of Section 8-110(d) of the Code, in any such case so as to make any financing or other statement filed as provided herein become seriously misleading.
(c) Such Pledgor will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Loan Agreement, or (ii) create or suffer to exist any Lien or other charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness of any Person or entity.
(d) Upon reasonable request of the Administrative Agent, such Pledgor will, upon request of and will cause the AgentBorrower to, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Administrative Agent) and do such other acts and things, including, without limitation, taking any actions necessary to enable the Administrative Agent to obtain "control" (within the meaning of the applicable Code) with respect to the Partnership Interests, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor Each of the Pledgors and the Borrower hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority authority, exercisable after and during the occurrence of an Event of Default, to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by each of the PledgorPledgors and the Borrower.
(be) HMI agrees that as general partner of the Borrower it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by the general partner under the terms of the Certificate of Partnership and the Partnership Agreement, at no cost or expense to the Administrative Agent and the Lenders. HPH agrees that as a limited partner of the Borrower it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by a limited partner under the terms of the Certificate of Partnership and the Partnership Agreement, at no cost or expense to the Administrative Agent and the Lenders.
(f) If such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank endorsed by such Pledgor, and withPledgor to the Administrative Agent, if the Agent so requests, signature guaranteedrequired, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the any Collateral upon the liquidation or dissolution of any Issuer the Borrower shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and upon the recapitalization or reclassification of the Borrower, any new securities issued in connection with or in exchange for any Collateral shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional collateral securing security for the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dg) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of the such Pledgor, such Pledgor and the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.
(eh) The Such Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Loan Agreement (Medcath Corp)
Certain Covenants. The Pledgor hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are have been indefeasibly paid in full and the Commitments are terminatedfull, Pledgor will:
(a) Pledgor willnot, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary except as expressly permitted by the Agent) and do such other acts and thingsCredit Agreement, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (iiiii) create, incur create or permit to exist any Lien upon or option in favor with respect to any of the Pledged Collateral, except for the security interest under this Agreement, (iii) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any claim of option with respect to, or create or permit to exist any Person Lien upon or with respect to, any of the capital stock of a Foreign Entity not pledged hereunder, or (iv) permit any issuer of Pledged Shares to merge or consolidate unless all the outstanding capital stock of the surviving or resulting corporation is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding shares of any other constituent corporation; provided, however, that if an Asset Sale permitted by the Credit Agreement occurs and the assets subject to such Asset Sale are Pledged Collateral, Collateral Agent shall release the Pledged Collateral that is the subject of such Asset Sale to Pledgor free and clear of the lien and security interest under this Agreement (A) so long as any Obligations remain outstanding under the Credit Agreement, concurrently with the receipt of advice from Agent that arrangements satisfactory to it have been made for delivery to it of the Estimated Net Cash Proceeds of such Asset Sale, (B) after such time as all Credit Agreement Obligations have been paid in full and the Commitments under the Credit Agreement have been terminated, if any other Secured Parties are entitled to receive any portion of the Cash Proceeds of such Asset Sale, concurrently with the receipt of advice from the agent or trustee for such Secured Parties that arrangements satisfactory to it have been made for delivery to it of the amounts required to be paid to such Secured Parties out of the Cash Proceeds of such Asset Sale, and (C) in the event no Secured Party is entitled to receive any portion of the Cash Proceeds of such Asset Sale, concurrently upon receipt of advice from Pledgor that no Secured Party is entitled to receive such proceeds; provided, however, that notwithstanding anything herein to the contrary, Collateral Agent shall release such Pledged Collateral from the lien and security interest of this Agreement as may be specified by Agent upon the approval of the release of such Pledged Collateral by Requisite Lenders under the Credit Agreement.
(i) cause each issuer of Pledged Shares not to issue any stock or other securities in addition to or in substitution for the Pledged Shares, or any interest thereinshares of capital stock of a Foreign Entity not pledged hereunder, except for to Pledgor, and (ii) subject to any limitations with respect to a pledge of the lien provided for by shares of capital stock of a Foreign Entity under Sections 2(c) and 2(e) hereof, pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) subject to any limitations with respect to a pledge of the shares of capital stock of a Foreign Entity under Sections 2(c) and 2(e) hereof, pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date of this Agreement. , becomes, as a result of any occurrence, a direct Subsidiary of Pledgor;
(i) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed (directly or indirectly) to Pledgor will defend the right, title and interest by any obligor of the Agent in Pledged Debt, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed (directly or indirectly) to Pledgor by any Person that after the Collateral against the claims and demands date of all Persons whomsoever.this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgor;
(d) At any time and from time promptly deliver to time, upon the Collateral Agent all written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection notices received by it with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered respect to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.Pledged Collateral; and
(e) The Pledgor agrees pay or discharge, prior to paydelinquency, all taxes, charges, fees, expenses, Liens and to save assessments of every nature levied or imposed upon the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementPledged Collateral.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Certain Covenants. The Each Pledgor hereby covenants and agrees with the Agent for Administrative Agent, the ratable benefit of the Secured Parties Lenders and Infogrames U.S., that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are Aggregate Commitment is terminated:
(a) As a partner or member in the Partnerships/LLCs listed under such Pledgor's name on Schedule I, it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by such Pledgor will, upon request as and when required under the terms of the partnership agreements and operating agreements, as applicable, of such Partnerships/LLCs, at no cost or expense to the Administrative Agent, execute such notices of lien, notices of assignment and continuations the Lenders or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.Infogrames U.S.
(b) If such Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the AgentAdministrative Agent and Infogrames U.S., hold the same in trust for the Administrative Agent and Infogrames U.S. and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Foreign Subsidiary exceed sixty-five percent (65%) of the issued and outstanding shares of all classes of capital stock of such Subsidiary or Partnership/LLC Interests of such Subsidiary owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of the such Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Schedule I to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of any such Partnerships/LLCs, (iii) accept a surrender of any partnership agreement or operating agreement of any such Partnerships/LLCs or waive any material breach of or default under any partnership agreement or operating agreement of any such Partnerships/LLCs by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, to the Collateral, except as permitted by the Loan Documents or the Infogrames Bridge Loan Documents, or (iiiv) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Liens provided for by this AgreementPledge Agreement or Permitted Liens. Such Pledgor will defend the right, title and interest of the Administrative Agent and Infogrames U.S. in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(e) The Such Pledgor agrees to paypay when due, and to save each of the Agent Administrative Agent, the Lenders and the Secured Parties Infogrames U.S. harmless from, any and all liabilities with respect to, or resulting from any delay in payingpaying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent, any such Lender or Infogrames U.S., respectively), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(f) On or prior to the formation or acquisition of any Subsidiary by such Pledgor, such Pledgor agrees to execute the Joinder Agreement, attached to the Credit Agreement (which among other things, supplements this Pledge Agreement), and such other documents and instruments as required pursuant to Section 8.12 of the Credit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Each Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised agrees that in the event any security and other property received by such Pledgor to be credited to an Account is registered in the name of such Pledgor, payable to the order of such Pledgor fails or specially indorsed to execute and such Pledgor, such Pledgor shall deliver any document necessary such security or other property to perfect the applicable Custodian indorsed to such Custodian or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorin blank.
(b) If No Pledgor shallwill (i) change its name, as a result identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B, or (iii) change the jurisdiction of its ownership incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given twenty (20) days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the CollateralAdministrative Agent may reasonably request, become entitled and (2) delivered to receive the Administrative Agent ten (10) days prior to any such change or shall receive any stock or removal such documents, instruments and financing statements as may be required by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other certificate actions reasonably requested by the Administrative Agent (including, without limitationat the request of the Administrative Agent, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction delivery of capital or any certificate issued in connection with any reorganizationopinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of order to perfect and maintain the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent Lien upon and deliver the same forthwith to the Agent security interest in the exact form received, together Collateral provided for herein in accordance with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect provisions of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured ObligationsSection 3(b).
(c) Without Except as permitted by the prior written consent of the AgentCredit Agreement, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, transfer or otherwise dispose of, or grant any option with respect to, the Collateralor mortgage, or (iii) createpledge, incur or permit to exist grant any Lien or option in favor of, or any claim of any Person with respect to, to or otherwise encumber any of the Collateral, Collateral or any interest therein, except for the lien provided for by security interest created in favor of the Secured Parties hereunder, the Custodian Liens and except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and the Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed the sum of such Pledgor’s aggregate Tranche 2 Letter of Credit Exposure and (B) no other Default or Event of Default would exist. Each Pledgor will hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement, and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(e) In the event any Custodian gives notice of termination of any Control Agreement covering an Account where any Pledged Assets are held, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian, and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, and shall have accepted such appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties.
(f) Each Pledgor agrees that it will, at its own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoeverother Persons.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Each Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised agrees that in the event any security and other property received by such Pledgor to be credited to an Account is registered in the name of such Pledgor, payable to the order of such Pledgor fails or specially indorsed to execute and such Pledgor, such Pledgor shall deliver any document necessary such security or other property to perfect the applicable Custodian indorsed to such Custodian or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorin blank.
(b) If No Pledgor shallwill (i) change its name, as a result identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B, or (iii) change the jurisdiction of its ownership incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given twenty (20) days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the CollateralAdministrative Agent may reasonably request, become entitled and (2) delivered to receive the Administrative Agent ten (10) days prior to any such change or shall receive any stock or removal such documents, instruments and financing statements as may be required by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other certificate actions reasonably requested by the Administrative Agent (including, without limitationat the request of the Administrative Agent, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction delivery of capital or any certificate issued in connection with any reorganizationopinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of order to perfect and maintain the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent Lien upon and deliver the same forthwith to the Agent security interest in the exact form received, together Collateral provided for herein in accordance with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect provisions of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured ObligationsSection 3(b).
(c) Without Except as permitted by the prior written consent of the AgentCredit Agreement, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, transfer or otherwise dispose of, or grant any option with respect to, the Collateralor mortgage, or (iii) createpledge, incur or permit to exist grant any Lien or option in favor of, or any claim of any Person with respect to, to or otherwise encumber any of the Collateral, Collateral or any interest therein, except for the lien provided for by security interest created in favor of the Secured Parties hereunder, the Custodian Liens and except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and the Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed the sum of the Stated Amount of such Pledgor’s Tranche 2 Letters of Credit plus such Pledgor’s Tranche 2 Reimbursement Obligations and (B) no other Default or Event of Default would exist. Each Pledgor will hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement, and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(e) In the event any Custodian gives notice of termination of any Control Agreement covering an Account where any Pledged Assets are held, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000 and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian, and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, and shall have accepted such appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties.
(f) Each Pledgor agrees that it will, at its own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoeverother Persons.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor (a) Each Shareholder covenants and agrees with that it will not buy any Shares from the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the PledgorTrust.
(b) If Pledgor shallEach Shareholder covenants and agrees, at the request of Buyer made at any time after the purchase of the Tendered Shares and the cash-out of the Cash-Out Options by Buyer pursuant to the Offer, to resign as a result director of its ownership of the CollateralMcM, become entitled to receive effective immediately upon such request or such later time as Buyer shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligationsdesignate.
(c) Without Each Shareholder not requested by Buyer to resign agrees to appoint to fill the prior written consent vacancies created by the resignations given pursuant to clause (b) above, director nominees designated by Buyer, effective immediately upon Buyer's request or such later time as Buyer shall designate.
(d) Except as contemplated by Sections 1 and 2 of the Agentthis Agreement, Pledgor will each Shareholder hereby covenants and agrees that such Shareholder shall not, and shall not (i) vote to enable, or take permit any other action to permitbeneficial owner of his Tendered Shares to, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuersell, (ii) selltransfer, tender, exercise, assign, transfer, exchange, hypothecate or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur create or permit to exist any Lien security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Shareholder's voting rights, charge or option in favor ofother encumbrance of any nature whatsoever with respect to such Tendered Shares or such Cash-Out Options, or any claim of any Person with respect to, agree to do any of the Collateralforegoing, or at any interest therein, except for time prior to the lien provided for earlier of (x) the purchase by this Agreement. Pledgor will defend the right, title and interest Buyer of the Agent in Tendered Shares and the cash-out by Buyer of the Cash-Out Options pursuant to the Collateral against Offer or (y) the claims and demands termination of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor Each Shareholder agrees on the date hereof to payterminate any election made by such Shareholder under the Company's 1996 Non-Employee Directors' Stock Plan (the "Directors Plan") to receive Shares in lieu of any accrued directors' fees otherwise payable in cash, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may termination shall be payable or determined to be payable effective with respect to any of the Collateral all accrued fees payable on or in connection with any of the transactions contemplated by this Agreementafter July 1, 1998.
Appears in 1 contract
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Agent, for the ratable benefit of the Agent and the other Secured Parties Parties, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments Loan Documents are terminated:
(a) Pledgor willThe Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, upon request perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by the Pledgors under the terms of the Agentpartnership agreements and operating agreements, execute such notices of lienas applicable, notices of assignment and continuations or amendments to any of the foregoingPartnerships/LLCs, and other documents (and pay the costs of filing at no cost or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as expense to the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorother Secured Parties.
(b) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly indorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a first-tier foreign Subsidiary exceed sixty-six percent (66%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein or in the Loan Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Loan Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Loan Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for (i) the lien provided for Lien created by this AgreementPledge Agreement and (ii) the Burger King Rights. Pledgor The Pledgors will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected Security Interest (to the extent required to do so hereunder) having the priority described in Section 5 and shall defend such Security Interest against the claims and demands of all Persons whomsoever.
(e) No Pledgor will, except upon prior written notice to the Agent and delivery to the Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(f) Pursuant to Section 9-509 of the Code and any other Legal Requirement, each Pledgor authorizes the Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Agent determines appropriate to perfect the Security Interests of the Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest. Further, a photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
(g) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Pledge Agreement. In furtherance of the foregoing, at the request of the Agent, the Pledgors shall cause each of the partners and members of each of the Partnerships/LLCs to execute a consent in form and substance satisfactory to the Agent evidencing the consent of such partners and members to the pledge of the Partnership/LLC Interests pursuant to this Pledge Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor For so long as any Bonds or Default Debentures held by the Holder remain outstanding or the Holder beneficially owns any shares of Common Stock issued upon conversion of Default Debentures, the Company covenants and agrees with the Agent for the ratable benefit of the Secured Parties Holder that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of It will maintain the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any listing of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected Common Stock on the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.NASDAQ National Market;
(b) If Pledgor shallSubsequent to the filing of the Amendment (as hereinafter defined), it will not issue stop transfer instructions to its transfer agent with respect to and will not place a restrictive legend on the shares of Common Stock issuable upon the conversion of the Default Debentures;
(c) it will permit the Holder to exercise its right to convert the Default Debentures, if necessary, by telecopying an executed and completed Notice of Conversion to the Company and delivering the original Notice of Conversion and the certificate representing the Default Debentures, to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date. The Company will transmit the certificates representing shares of Common Stock issuable upon conversion of any Default Debentures (together with the certificates representing the Default Debentures, not so converted) to the Holder via express courier, by electronic transfer or otherwise, within three business days after the date the Company has received the original Notice of Conversion and certificate representing the Default Debentures being so converted. In addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within such three-business day period, the Holder, prior to receiving such shares of Common Stock, will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; and
(d) it will prepare and file with the Securities and Exchange Commission (the "Commission") not later than twenty days from the date hereof, a post-effective amendment (the "Amendment") to the registration statement, Registration No. 333-8395 (the "Registration Statement"), which was declared effective by the Commission on August 12, 1996, increasing the number of shares of Common Stock covered by the Registration Statement to Two Hundred percent (200%) of the number of shares of Common Stock issuable upon the conversion of the Default Debentures (the shares covered by the Registration Statement being referred to herein as the "Registration Shares") as would be issuable on the date of filing of the Amendment if all of the Default Debentures were converted on that date, pursuant to the rules and regulations of the Commission;
(i) prepare and file with the Commission such additional amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period of not less than nine months and comply with the applicable provisions of the rules and regulations of the Commission;
(ii) furnish to the Holder such number of copies of each prospectus included in the Registration Statement for the Registration Shares, including each preliminary prospectus, as such Holder shall reasonably request each of which shall be in conformity with the requirements of the rules and regulations of the Commission;
(iii) notify the Holder at any time, but in any event no later than five days following the happening thereof, when a prospectus relating to such Registration Shares is required to be delivered under rules and regulations of the Commission, of the happening of any event as a result of its ownership of which the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution prospectus included in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution ofthe Registration Statement, as then in effect, includes an untrue statement of a conversion of, material fact or in exchange for any portion of omits to state a material fact required to be stated therein or necessary to make the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent statements therein not misleading in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect light of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agentcircumstances then existing, and at the sole expense Holder's request, prepare and furnish to it a reasonable number of the Pledgorcopies of a supplement to or an amendment of such prospectus as may be necessary so that, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately thereafter delivered to the Agentpurchasers of such Registration Shares, duly endorsed such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(iv) cause all of the Registration Shares to be listed on the NASDAQ National Market;
(v) in instances where an exemption from such qualification is not available, use its best efforts to register or qualify the Registration Shares under the securities or Blue Sky laws of such jurisdictions as any such Holder shall reasonably request; and
(vi) notwithstanding any other provision of this Plan, the Debentures or the Default Bonds, the Amendment shall be deemed a manner satisfactory registration statement filed by the Company pursuant to the AgentRegistration Rights Agreement, to be held dated as Collateral of May 8, 1996, by and among the Company and the Holder (the "Registration Rights Agreement") and the Registration Shares covered by the Amendment and any shares of Common Stock issuable by the Company pursuant to this the Default Debentures shall be deemed Registrable Securities for all purposes of the Registration Rights Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Exchange (Parlux Fragrances Inc)
Certain Covenants. The Pledgor covenants and agrees with To protect the Agent for the ratable benefit security afforded by this Agreement, each of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminatedGrantors agrees as follows:
(a) Pledgor willThe Grantors will faithfully abide by, upon request perform and discharge each and every obligation, covenant, condition, duty and agreement to be performed by the Grantors so as to prevent the material impairment of the AgentCollateral, execute such notices taken as a whole;
(b) The Grantors will not sell, exchange, assign, loan, deliver, lease, mortgage, pledge, encumber or otherwise dispose of lienany Collateral, notices except that (unless a Collateral Event of assignment Default has occurred and continuations is continuing) the Grantors, and either of them, shall have the right to sell, exchange, assign, loan, deliver, lease, mortgage, pledge, encumber or amendments otherwise dispose of any Collateral (free of the lien hereunder): (x) in the ordinary course of the Grantors' respective businesses or (y) in a transaction which, taken as a whole, shall be beneficial to the Grantors, as determined in good faith by the Parent's board of directors taking into account the interests of the Collateral Agent and the Secured Parties hereunder and under the Notes, or as otherwise permitted under the Notes. Notwithstanding the foregoing, the Grantors will not sell, exchange, assign, loan, deliver, lease, mortgage, pledge, encumber or otherwise dispose of any NewCheck Securities, except that (unless a Collateral Event of Default has occurred or is continuing) the Grantors, and either of them, shall have the right, in accordance with the immediately preceding sentence, to sell, exchange, assign, loan, deliver, lease, mortgage, pledge or encumber or otherwise dispose of any and all NewCheck Warrants to any employees, consultants or officers of the Grantors, or either of them. Without limiting the generality of the foregoing, and other documents (and pay no provision contained in this Agreement shall be construed as interfering at any time with the costs continued use of filing or recording the same in all public offices deemed necessary any Intellectual Property Collateral licensed by the Agent) and do such other acts and things, all as Grantors in accordance with the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligationsimmediately preceding sentence.
(c) Without At the prior written consent of Grantors' sole cost and expense, the AgentGrantors will appear in and defend or, Pledgor will not (i) vote in their discretion, compromise or settle, if such compromise or settlement shall, taken as a whole, be beneficial to enable, or take any other action to permitthe Grantors, any Issuer to issue action or proceeding arising under, growing out of or in any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option manner connected with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time The Grantors shall, at their expense, maintain the Collateral in a good condition and from time to timestate of repair in all material respects; and will pay and discharge when due all taxes, upon liens and other impositions thereupon, as well as the written request cost of the Agentrepairs to, and at maintenance of, the sole expense of same, so as not materially to impair the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as value thereof or the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced security interest granted by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees Grantors warrant that they will not change their respective chief executive offices or principal places of business nor acquire any additional place of business without giving the Collateral Agent at least 30 days' prior written notice thereof and taking such steps as are reasonably appropriate or are required hereunder to payperfect the first priority security interest granted hereunder (other than with respect to items not material in value).
(f) The Grantors shall carry such insurance upon the Collateral as is required by the Notes.
(g) The Grantors will take all reasonably necessary steps, including in any proceeding before the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to save obtain the Agent and the Secured Parties harmless from, any and all liabilities relevant registration) filed with respect to, and to maintain any registration of, all of the Patent Collateral and the Trademarks Collateral, including the filing of all applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings, in each event if the Grantors determine that such registration would reasonably be granted and if such registration would result in significant commercial benefit to the Grantors.
(h) The Collateral Agent shall, upon reasonable prior notice during customary business hours, have access to and the right of inspection of any part or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral and the records of the Grantors with respect thereto (and the right to make extracts from such records).
(i) Should either of the Grantors fail to make any payment, do any act or refrain from any act which this Agreement requires the Grantors to make, do or refrain from, respectively, then the Collateral Agent may, upon prior written notice to the Grantors, but shall have no obligation to (and shall not thereby release the Grantors from any obligation hereunder), make, do or prevent the same, respectively, in connection with such manner and to such extent as the Collateral Agent may deem necessary or advisable to protect the security provided hereby, which rights of the Collateral Agent shall specifically include, without limiting the Collateral Agent's general powers herein granted, the right to appear in and defend any action or proceeding purporting to affect the security hereof and the rights or powers of the Collateral Agent hereunder (or any of them), and also the transactions contemplated by this Agreementright to perform and discharge each and every one, or any one or more, of the obligations, covenants, conditions, duties and agreements of each of the Grantors concerning the Collateral; and in exercising any such powers, the Collateral Agent may pay necessary or advisable costs and expenses, employ counsel and incur and pay reasonable attorneys' fees, and the Grantors will reimburse the Collateral Agent for such reasonable costs, expenses and fees.
Appears in 1 contract
Sources: Conditional Assignment and Security Agreement (Electronic Retailing Systems International Inc)
Certain Covenants. The Pledgor Borrower covenants and agrees with the Agent Lender for the ratable benefit of the Secured Parties Lender that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request 6.4.1 Borrower has and will have good and merchantable title to all of the AgentCollateral, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all each case as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created herebyowned or acquired by it, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of keep the Collateral upon the liquidation or dissolution free and clear of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligationsall Liens, other than those granted to Lender. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor Borrower will defend the right, such title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever. Borrower has and will have good title to or a leasehold or license interest in all assets reasonably required for the conduct of its business.
(d) At any time 6.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time, upon time at the written request of the Agent, Lender and at the sole expense of Borrower, make, execute, acknowledge and deliver, and file or record, or cause to be filed or recorded, in the Pledgorproper filing places, Pledgor all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will promptly do all such other acts and duly execute things and make, execute, acknowledge and deliver all such further other instruments and documents documents, including without limitation further security agreements, pledges, endorsements, assignments and take such further actions notices, as Lender reasonably may deem necessary or advisable from time to time in order to perfect and preserve the Agent may reasonably request for priority of said Liens as a first and only Lien on and security interest in the purposes of obtaining or preserving the full benefits of this Agreement and of Collateral prior to the rights and powers herein granted. If of all other Persons therein or thereto.
6.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any amount payable under or in connection with any of Person to borrow against the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered than the Loan to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral Borrower from Lender pursuant to this Agreement.
; (eii) The Pledgor agrees create, incur, assume or suffer to pay, and to save the Agent and the Secured Parties harmless from, exist any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable Lien with respect to any of the Collateral except for (x) the Lien of Lender, as provided herein, (y) liens for taxes either not yet due or being contested by Borrower or Guarantor in connection good faith with due diligence and by appropriate proceedings and (z) inchoate materialmen's, mechanics', workmen's repairmen's and other like liens arising in the ordinary course of business where adequate reserves are maintained therefor; (iii) permit any levy or attachment to be made against any of the transactions contemplated by Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement to be on file with respect to any of the Collateral, except financing statements in favor of Lender. Any Lien permitted under (ii)(y) will be discharged or bonded prior to foreclosure and prior to the imposition of any fire, penalty or other damage against Lender.
Appears in 1 contract
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Secured Parties Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Each Pledgor willshall promptly notify the Administrative Agent, upon in writing, of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the AgentAdministrative Agent or the Required Lenders, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents each Pledgor shall promptly (and pay in any event within ten (10) Business Days after such request) deliver to the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Administrative Agent may from time updated Schedules to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and the Lenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a first-tier Foreign Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Security Interest granted herein, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for Lien created by this Pledge Agreement. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) Each Pledgor shall maintain the Security Interest created by this Pledge Agreement as a perfected Security Interest (to the extent required to do so hereunder) having the priority described in Section 6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever.
(f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a written supplement to the Schedules to this Pledge Agreement:
(i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II;
(ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or
(iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a Securities Entitlement or credited to any Securities Account.
(g) Pursuant to Section 9-509 of the Code and any other Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in such form and in such offices as the Administrative Agent determines appropriate to perfect the Security Interests of the Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Security Interest.
(h) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Blackbaud Inc)
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor willThe Issuer shall reserve and provide, upon request free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may Securities from time to time request to establish as such Securities are presented for conversion (assuming that at the time of computation of such number of shares, all such Securities would be converted by a single Holder and maintain a valid perfected pledge and first priority security interest in the Collateralthat Physical Settlement were applicable). The Pledgor hereby constitutes Issuer covenants that all shares of Common Stock issued upon conversion of Securities will be fully paid and appoints the Agent (and any of its officers) as its attorneynon-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable assessable by the PledgorIssuer and free from all taxes, liens and charges with respect to the issue thereof.
(b) If Pledgor shallThe Issuer, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with successor issuer following an Exempt Transaction, covenants that the Common Stock (or any reorganization), option successor security into which the Notes (or rights, whether in addition to, in substitution of, as a conversion of, any successor notes) are convertible) shall at all times be listed on any national securities exchange or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligationsautomated quotation system.
(c) Without the prior written consent of the AgentThe Issuer further covenants that it will not, Pledgor will not (i) vote to enable, or take for so long as any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to Securities remain outstanding issue any other convertible debt securities which, if fully converted, would convert into greater than 15% of the Issuer’s total outstanding shares of Common Stock on a fully diluted basis (the “Maximum Amount”). If the Issuer proposes to issue convertible into or granting debt securities in an amount up to the right Maximum Amount for cash, it shall first offer such convertible debt securities to each Holder, and each Holder shall be entitled to purchase or exchange for any stock or such Holder’s pro rata portion of such convertible debt securities based on the aggregate principal amount of all Securities then held by such Holder as compared to the aggregate principal amount all of the Securities then outstanding. For the avoidance of doubt, such other equity convertible debt securities will not include the issuance of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoeverSecurities.
(d) At any time and from time The Issuer further covenants that if it (i) conducts a bona fide public offering (including an at-the-market facility) or a private placement of shares of Common Stock or securities convertible into shares of Common Stock (together, an “Offering”) or (ii) issues to time, upon the written request all or substantially all holders of the AgentCommon Stock any rights (other than rights under any stockholder rights plan in accordance with Section 7(a)), options or warrants entitling them (an “Issuance”) while any Securities remain outstanding, the Issuer shall permit each Holder to purchase the number of Securities necessary to maintain such Holder’s respective Percentage Interest (an “Additional Securities Offering”) at a price equal to the lesser of (A) a 12.0% premium to (x) with respect to an Offering, the price paid for a share of Common Stock (or the conversion price for securities purchased that are convertible into Common Stock) in such Offering and at (y) with respect to an Issuance, the sole expense average of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Daily VWAPs of the Agent may reasonably request Common stock for the purposes of obtaining or preserving 20 Trading Days prior to the full benefits of this Agreement and date of the rights and powers herein granted. If any amount payable under or in connection with any public announcement of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered Issuance and (B) a 5.0% premium to the Agent, duly endorsed closing price of the Common Stock on the Relevant Exchange on the date immediately following the public announcement of the Offering or the Issuance; provided that in no event shall the price of any additional Securities be less than a manner satisfactory 5.0% premium to the Agentclosing price of the Common Stock on the Relevant Exchange on the date such additional Securities are issued (as applicable, the “Additional Conversion Price”). For the avoidance of doubt, in no event shall the grant of stock options, restricted stock or other equity awards of shares of Common Stock to employees, officers, consultants or directors be held as Collateral pursuant considered a bona fide public offering or private placement of shares of Common Stock. The Issuer shall provide each Holder with written notice of such Holder’s right to this Agreementpurchase additional Securities within ten (10) Business Days after the closing of an Offering or an Issuance. Within ten (10) Business Days after receipt of such written notice, each Holder must provide the Issuer with written notice of its intention to purchase additional Securities.
(e) The Pledgor Each Holder covenants and agrees to paythat, for a period of three (3) years from the date hereof, such Holder will not, and will cause its controlled Affiliates to save the Agent and the Secured Parties harmless fromnot, engage in any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any Short Sales of securities of the Collateral Company, and such Holder will not, directly or indirectly, instruct any third parties to engage in connection with any Short Sales of securities of the transactions contemplated by this AgreementCompany on its behalf.
(f) The Issuer covenants that the aggregate principal amount of the Securities outstanding at any time may not exceed $30.0 million plus any PIK Notes or additional Securities issued pursuant to Section 6(d).
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Secured Parties Administrative Agent and Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) On or before the date of execution of this Pledge Agreement, the Pledgor shall cause each of the partners of each of the Partnerships, if any, to execute a consent in the form attached hereto evidencing the consent of the partners to the pledge of the Partnership Interests pursuant to this Pledge Agreement.
(b) The Pledgor will not change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading, unless it provides the Administrative Agent written notice within ten (10) Business Days thereafter and executes and delivers to the Administrative Agent all financing statements and all financing statements amendments which the Administrative Agent may reasonably request in connection therewith. The Pledgor will, upon the reasonable request of the Administrative Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices reasonably deemed necessary by the Administrative Agent) and do such other acts and things, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Upon the occurrence and during the continuance of an Event of Default or upon the failure of Pledgor to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby within five (5) Business Days after receipt of notice from the Administrative Agent, Pledgor hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(bc) The Pledgor agrees that as a partner in the Partnerships, if any, it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of the partnership agreements of the Partnerships, at no cost or expense to the Administrative Agent and the Lender, except as could not reasonably be expected to have a Material Adverse Effect.
(d) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith within ten (10) Business Days after receipt thereof by the Pledgor to the Administrative Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the any Collateral upon the liquidation or dissolution of any Issuer or Partnership shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of any Collateral or any property shall be distributed upon or with respect to any Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or Partnership or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. The preceding sentence shall not apply to asset transfers from the Issuer to the Pledgor or any other Wholly-Owned Subsidiary of the Pledgor. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(ce) Without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature (except as expressly permitted by the Credit Agreement and the immediate pledge of any such stock or equity securities to the Administrative Agent) or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) consent to any material modification, extension or alteration of the terms of any partnership agreement of the Partnerships, (iii) accept a surrender of any partnership agreement of any of the Partnerships or waive any material breach of or material default under any partnership agreement of any of the Partnerships by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralCollateral (except as expressly permitted under the Credit Agreement); PROVIDED, that upon any sale, assignment, transfer, exchange or other disposition permitted under the Credit Agreement the obligations of the Pledgor under this Pledge Agreement with respect to such transferred Collateral shall terminate, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this AgreementPledge Agreement or Permitted Liens. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(df) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered within ten (10) Business Days to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(eg) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementCollateral.
Appears in 1 contract
Certain Covenants. The Pledgor covenants Pledgors covenant and agrees agree with the Agent Administrative Agent, for the ratable benefit of the Secured Parties Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon At the request of the Administrative Agent, execute such notices of lien, notices of assignment and continuations or amendments to any the Pledgors shall cause each of the foregoing, partners and other documents (and pay members of each of the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time Partnerships/LLCs to time request to establish and maintain execute a valid perfected pledge and first priority security interest consent in the Collateral. The Pledgor hereby constitutes form attached hereto evidencing the consent of such partners and appoints members to the Agent (and any pledge of its officers) as its attorney-in-fact with full power and authority the Partnership/LLC Interests pursuant to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by the Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and the Lenders.
(c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a foreign Subsidiary exceed sixty-six percent (66%) of the Pledged Stock or Partnership/LLC Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. Pledgor The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the PledgorPledgors, Pledgor the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ef) The Pledgor agrees Pledgors agree to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(g) On or prior to the formation or acquisition of any Subsidiary of any Pledgor, the Pledgors agree to execute such amendments and supplements to this Pledge Agreement as are required by the Credit Agreement, including, without limitation, the Joinder Agreement attached to the Credit Agreement, and such other documents and instruments as required pursuant to Section 9.12 of the Credit Agreement.
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Collateral Agent for the ratable benefit of itself and the Secured Parties that, from and after the date of this Pledge Agreement until 4 the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Collateral Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cb) Without the prior written consent of the Collateral Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, 5 other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(e) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Collateral Agent, to pledge the Pledgor's interest therein to the Collateral Agent for the ratable benefit of itself and the Secured Parties.
Appears in 1 contract
Sources: Pledge Agreement (WLR Foods Inc)
Certain Covenants. The Each Pledgor hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are have been indefeasibly paid in full and the Commitments are terminatedfull, such Pledgor will:
(a) Pledgor willnot, upon request (i) except as permitted by each of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of agreements governing the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may Underlying Debt from time to time request to establish in effect (including without limitation the Senior Note Indenture and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationNew Credit Facility), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the CollateralPledged Collateral pledged hereunder by such Pledgor, or (iiiii) create, incur create or permit to exist any Lien upon or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of Pledged Collateral, except for the Collateral security interest under this Agreement or (iii) permit, except as permitted by each of the agreements governing the Underlying Debt from time to time in effect (including without limitation the Senior Note Indenture and the New Credit Facility), any issuer of Pledged Shares to merge or consolidate with any Person;
(i) cause each issuer of Pledged Shares not to issue any stock or other securities in addition to or in connection with substitution for the Pledged Shares issued by such issuer, except to such Pledgor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of such Pledgor;
(i) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed (directly or indirectly) to such Pledgor by any direct or indirect Subsidiary of the transactions contemplated Company, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of indebtedness from time to time owed (directly or indirectly) to such Pledgor by any Person that after the date of this AgreementAgreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Pledgor; and
(d) promptly deliver to Collateral Agent all written notices received by it with respect to the Pledged Collateral.
Appears in 1 contract
Certain Covenants. The Pledgor covenants and agrees with the Agent Administrative Agent, for the ratable benefit of itself, the Secured Parties Lenders, the Issuing Lender and any Affiliate of a Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of the Credit Agreement, that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) On or before the date of execution of this Pledge Agreement, the Pledgor will, upon request shall cause each of the Agent, execute such notices partners of lien, notices of assignment and continuations or amendments to any each of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time Partnerships to time request to establish and maintain execute a valid perfected pledge and first priority security interest consent in the Collateral. The Pledgor hereby constitutes and appoints form attached hereto evidencing the Agent (and any consent of its officers) as its attorney-in-fact with full power and authority the partners to execute and deliver all documents necessary the pledge of the Partnership Interests pursuant to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgorthis Pledge Agreement.
(b) The Pledgor agrees that as a partner in the Partnerships it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of the partnership agreements of the Partnerships, at no cost or expense to the Administrative Agent and the Lenders.
(c) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(cd) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership to issue any stock stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock stock, partnership interests, limited liability company interests or other equity securities of any nature of such IssuerIssuer or Partnership, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement of the Partnerships, (iii) accept a surrender of any partnership agreement of any of the Partnerships or waive any breach of or default under any partnership agreement of any of the Partnerships by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iiiv) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(de) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ef) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
(g) On or prior to the formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and supplements to this Pledge Agreement, including, without limitation, the Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent, for the ratable benefit of itself, the Lenders, the Issuing Lender and any Affiliate of a Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of the Credit Agreement.
Appears in 1 contract
Sources: Pledge Agreement (Corrections Corporation of America)
Certain Covenants. The Each Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of the Agent, execute If such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional collateral securing the Secured Obligations.;
(cb) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such IssuerIssuer unless, in each case, such stock or other security becomes "Pledged Stock", "Pledged Debt" or "Partnership/LLC Interests" hereunder, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the CollateralCollateral (except as expressly permitted by the Credit Agreement), or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this AgreementPledge Agreement or expressly permitted by the Credit Agreement or (iv) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto (other than with respect to any Inactive Subsidiary). Such Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.;
Appears in 1 contract
Certain Covenants. The Pledgor Borrower covenants and agrees with the Lenders and Collateral Agent for the ratable benefit of the Secured Parties Lenders that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor willBorrower has and will have good and merchantable title to all of its assets, upon request of including the AgentCollateral, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all each case as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created herebyowned or acquired by it, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of keep the Collateral upon the liquidation or dissolution free and clear of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligationsall Liens, other than those granted to Collateral Agent. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor Borrower will defend the right, such title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(db) At any time Borrower will faithfully preserve and protect Collateral Agent's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time, upon time at the written request of the Agent, Collateral Agent and at the sole expense of Borrower, make, execute, acknowledge and deliver, and file or record, or cause to be filed or recorded, in the Pledgorproper filing places, Pledgor all such instruments, documents and notices, including, without limitation, financing statements and continuation statements, as Collateral Agent may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will promptly do all such other acts and duly execute things and make, execute, acknowledge and deliver all such further other instruments and documents documents, including, without limitation, further security agreements, pledges, endorsements, assignments and take such further actions notices, as the Collateral Agent may reasonably request for deem necessary or advisable from time to time in order to perfect and preserve the purposes priority of obtaining or preserving said Liens as a first and only Lien on and security interest in the full benefits of this Agreement and of Collateral prior to the rights and powers herein granted. If of all other Persons therein or thereto.
(c) Borrower will not, without the prior written consent of each Lender, (i) borrow or permit any amount payable under or in connection with any of Person to borrow against the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered than the Loans to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral Borrower from Lenders pursuant to this Agreement.
; (eii) The Pledgor agrees create, incur, assume or suffer to pay, and to save the Agent and the Secured Parties harmless from, exist any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable Lien with respect to any of the Collateral Collateral; (iii) permit any levy or in connection with attachment to be made against any of the transactions contemplated by Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement to be on file with respect to any of the Collateral, except financing statements in favor of Collateral Agent (for the benefit of all Lenders).
(d) Risk of loss of, damage to or destruction of the Collateral is and shall remain upon Borrower. Borrower will insure the Collateral as provided in Section VII.3
Appears in 1 contract
Sources: Loan and Purchase Money Security Agreement (Mooney Aerospace Group LTD)
Certain Covenants. The Pledgor Borrower covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of that so long as this Agreement until the Secured Obligations are paid shall remain in full and the Commitments are terminated:effect, Borrower shall:
(a) Pledgor will, upon request of Pay all sums due and owing under the Agent, execute such notices of lien, notices of assignment and continuations or amendments Note pursuant to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.terms;
(b) If Pledgor shall, as a result Do or cause to be done all things necessary to preserve and keep in full force and effect its existence under the laws of its ownership state of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.formation;
(c) Without Give prompt notice to the prior written consent Lender of the Agent, Pledgor will not (i) vote to enableany proceedings of which the Borrower has notice instituted by or against the Borrower, or take and (ii) any other action to permitaction, any Issuer to issue any stock event or other equity securities condition of any nature or to issue any other securities convertible into or granting which in either case the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any management of the CollateralBorrower reasonably believes could have, lead to or any interest thereinresult in a material adverse effect upon the business, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest assets or financial condition of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.Borrower;
(d) At Refrain from mortgaging , pledging, granting or permitting any time and from time to timesecurity interest, upon the written request lien or encumbrance of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any nature in any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable exist with respect to any of the Collateral Borrower's property including without limitation the Property, except where such security interest, lien or encumbrance is for the benefit of the Lender or has otherwise been approved by the Lender;
(e) Provide to Lender all of the deliverables as and when required pursuant to Section 2.04 herein (collectively, the "Financial Statements");
(f) Perform all of the Borrower's obligations under the First Mortgage encumbering the Property including without limitation, payment of all sums due thereunder, in a timely manner. Upon the maturity (by acceleration or otherwise, or upon prepayment thereof) of the First Mortgage held by Lender (or its assignee) covering the Property, or upon prepayment thereof, all amounts due hereunder shall simultaneously become due and payable;
(g) Not incur any additional indebtedness except, in the ordinary course of business, with customary time payment arrangements with vendors and suppliers; and
(h) Pay all sums that may be necessary to be paid in order to enforce the Note and to enforce and/or to record the Security Instrument and any agreement or any other documentation executed and delivered in connection with any of the transactions contemplated by this Agreement., whether such sums be in the nature of recording fees, mortgage tax or any other expense in connection with such recording.
Appears in 1 contract
Certain Covenants. The Pledgor hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are have been indefeasibly paid in full and the Commitments are terminatedNote has been extinguished and cancelled, Pledgor will:
(a) Pledgor will, upon request of the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the CollateralPledged Collateral pledged hereunder by Pledgor, or (iiiii) create, incur create or permit to exist any Lien lien upon or option in favor of, or any claim of any Person with respect to, ▇▇▇▇ ▇espect to any of the Pledged Collateral, or any interest therein, except for the lien provided for by security interest under this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.;
(di) At at any time and from time to time, upon the written request of the AgentPledgee, to give, execute, file and/or record any notice, financing statement, continuation statement, instrument, document or agreement that the Pledgee shall consider reasonably necessary or desirable to create, preserve, continue, perfect or validate any security interest granted hereunder or which the Pledgee may consider reasonably necessary or desirable to exercise or enforce its rights hereunder with respect to such security interest, (ii) to give the Pledgee notice of any litigation filed or claim asserted against the Pledgor relating to or potentially affecting the Pledged Collateral, (iii) if requested by the Pledgee, to receive and collect the Proceeds, in trust and as the property of the Pledgee, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute to immediately endorse as appropriate and deliver such further instruments Proceeds to the Pledgee when requested by the Pledgee in the exact form in which they are received, (iv) not to commingle the Proceeds or collections thereunder with other property, (v) to keep complete and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and accurate records regarding all of the Proceeds, (vi) to provide any service and do other acts or things necessary to keep the Pledged Collateral and the Proceeds free and clear of all defenses, rights of offset and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to paycounterclaim, and (vii) to save the Agent and the Secured Parties harmless frompledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all liabilities with respect toadditional shares of Common Stock of Pledgee, or resulting any securities convertible into or exercisable for shares of Common Stock of Pledgee.
(i) pay promptly the obligations set forth under the Note when due, (ii) indemnify the Pledgee against all loss, claims, demands and liabilities of every kind arising from any delay in paying, any the Pledged Collateral and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions and other agreements and undertakings contemplated hereby, and (iii) pay all expenses, including reasonable attorneys' fees, incurred by this Agreementthe Pledgee in the preservation, realization, enforcement and exercise of its rights, powers and remedies hereunder.
Appears in 1 contract
Certain Covenants. The Pledgor Unless and until the financial statements for the fiscal quarter ended December 31, 2005, and the Financial Restatement, together with the certificates and reports required to be delivered pursuant to the proviso in Section 5.01(b) and Section 5.01(c), have, in each case, been delivered, and any Reporting Violations are cured, each of Holdings and the Borrower hereby covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full each Lender and the Commitments are terminatedAdministrative Agent that:
(a) Pledgor neither Holdings nor the Borrower will, upon request nor will they permit any Restricted Subsidiary to, (i) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment otherwise permitted by clause (x)(B) of Section 6.08(a) of the Agent, execute such notices Credit Agreement or (except to the extent of lien, notices of assignment and continuations or amendments Restricted Payments made by the Borrower to any Holdings in order to permit Holdings to make Restricted Payments of the foregoingtype allowed by clauses (iii) through (v) of Section 6.08(a) of the Credit Agreement) clause (xi) of Section 6.08(a) of the Credit Agreement, and other documents or incur any obligation (and pay the costs of filing contingent or recording the same in all public offices deemed necessary by the Agentotherwise) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power so or (ii) make any investment in any Unrestricted Subsidiary if any proceeds of attorney hereby granted is a special power of attorney coupled with an interest and shall such investment are to be irrevocable used for any purpose otherwise prohibited by the Pledgor.this clause (a); and
(b) If Pledgor shallneither Holdings nor the Borrower will, as a result nor will they permit any Subsidiary to, give any consideration to or for the benefit of its ownership any holder of Existing Subordinated Debt for any amendment, modification or waiver of any agreement, instrument or other document evidencing or governing any Existing Subordinated Debt or any waiver or consent of or arrangement with any of such holders of the CollateralExisting Subordinated Debt, become entitled in each case with respect to receive or a Reporting Violation; provided that the foregoing shall receive any stock or other certificate (including, without limitation, any certificate representing not prohibit payment of a dividend or a distribution cash fee in connection with any reclassificationsuch amendment, increase modification or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, waiver if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote such fee does not exceed an amount that would be, based upon available information, usual and customary for fees paid to enable, obtain similar consents or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, waivers under similar circumstances and (ii) sell, assign, transfer, exchange, or otherwise dispose at the time of, or grant any option with respect and after giving effect to, the Collateralpayment of such fee, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any the sum of the Collateral, or any interest therein, except for Revolving Commitments exceeds the lien provided for by this Agreement. Pledgor will defend the right, title and interest sum of the Agent in and to the Collateral against the claims and demands of all Persons whomsoeverRevolving Exposures by at least $35,000,000.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Credit Agreement Amendment (American Media Operations Inc)
Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request All securities and other property held or contained in or credited to an Account (other than cash) shall be registered in the name of the AgentCustodian of such Account in a manner sufficient to create a security entitlement in favor of the applicable Pledgor against such Custodian with respect to such securities or other property. In no event shall any such securities or other property be registered in the name of, execute such notices payable to, or endorsed in favor of, any Pledgor, except to extent the same has been specially endorsed in favor of lien, notices of assignment the applicable Custodian. All cash held or contained in or credited to an Account shall be held or contained in or credited to (as the case may be) a Deposit Account and continuations shall not be held or amendments contained in or credited to any Fund Account. In the event that any Pledgor desires to include, as part of the foregoingCollateral, and other documents any "Bank Loans" (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest defined in the Collateral. The Pledgor hereby constitutes and appoints form of Control Agreement attached hereto as Exhibit B) or any other property or interest (other than cash) not treated as a "financial asset" within the Agent (and any meaning of its officersSection 8-102(9) as its attorney-in-fact with full power and authority of the Uniform Commercial Code or otherwise not constituting a financial asset pursuant to execute and deliver all documents necessary to perfect and keep perfected the security interests created herebyapplicable Control Agreement, which power of attorney may only be exercised in the event the Pledgor fails will cause such Bank Loans or other property or interest to execute and deliver any document necessary be held in or credited to perfect or keep perfected a separate Custodial Account from the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest other Collateral and shall be irrevocable by the Pledgorensure that such account is added as an "Account" under this Agreement pursuant to Section 4(d).
(b) If Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations[Reserved.]
(c) Without the prior written consent of the Agent, No Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, transfer or otherwise dispose of, or grant any option with respect to, the Collateralor mortgage, or (iii) createpledge, incur or permit to exist grant any Lien or option in favor of, or any claim of any Person with respect toto or otherwise encumber (other than Permitted Collateral Liens), any of the Collateral, Collateral or any interest therein, or terminate any Account or Custodial Agreement with respect to any Account, except as may be otherwise expressly permitted in accordance with the terms of this Agreement and the Reimbursement Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral.
(d) Any Pledgor may add a new Custodial Account as an "Account" under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by executing and delivering to the Administrative Agent a completed supplement to this Agreement in the form of Exhibit C (each, a "Pledge Supplement"); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the Custodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the Custodian and the Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the aggregate Collateral Value (with respect to all remaining Accounts and all other Collateral pledged pursuant to any Loan Document) would equal or exceed the Letter of Credit Outstandings and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement, and agrees that all Collateral listed or referred to on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions hereof.
(e) In the event any Custodian gives notice of termination of any Control Agreement, the applicable Pledgors shall have the right to appoint a successor Custodian, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000, and which appointment shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian, and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent's security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, and shall have accepted such appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian from among the Banks or otherwise or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the lien provided for by this Agreement. benefit of the Secured Parties.
(f) Each Pledgor will agrees that it will, at its own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Agent Secured Parties in and to the Collateral against the claims and demands of all Persons whomsoeverother Persons.
(d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.
(e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Reimbursement Agreement (Ace LTD)
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Stock, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion shares of the CollateralPledged Stock, or otherwise in respect thereof, the Pledgor shall shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral Pledged Stock upon the liquidation or dissolution of the Issuer shall, subject to, at any Issuer shall time prior to the Borrowing Date, the Existing Pledge, be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral the Pledged Stock shall be received by the Pledgor, the Pledgor shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this AgreementPledge Agreement and, at any time prior to the Borrowing Date, the Existing Pledge. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Secured Parties Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of If the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership of the CollateralPledged Interests, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the CollateralPledged Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral Pledged Interests upon the liquidation or dissolution of any the Issuer shall be paid over to the Administrative Agent to be held by the Agent it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral the Pledged Interests shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral securing security for the Secured Obligations.
(cb) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such the Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever.
(dc) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.
(ed) The Pledgor agrees to pay, and to save the Administrative Agent and the Secured Parties Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Certain Covenants. The Pledgor covenants Until payment and agrees with the Agent for the ratable benefit performance in full of the Secured Parties Obligations, Debtor agrees, represents, warrants and covenants that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated:
(a) Pledgor will, upon request of Debtor has and will have good and marketable title to the Agent, execute such notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may Collateral from time to time request to establish owned or acquired by Debtor, free and maintain a valid perfected pledge clear of all liens, encumbrances and first priority security interest in the Collateral. The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the interests, except security interests granted to and created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor.
(b) If Pledgor shall, as a result of its ownership favor of the Collateral, become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Collateral, or otherwise in respect thereof, Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent Secured Parties and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations.
(c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this AgreementPermitted Liens. Pledgor will Debtor shall defend the right, such title and interest of the Agent in and to the Collateral against the claims and demands of all Persons.
(b) Debtor shall not, without the prior written consent of the Secured Parties, (i) borrow against the Collateral, the Excluded Property, or any real property now or in the future owned or leased by Debtor ("Debtor Assets") from any Person, other than the Secured Parties and other than as permitted in the Notes, (ii) create, incur, assume or suffer to exist any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of or conditional sale or other title retention agreement with respect to any of Debtor Assets, except the security interest created hereunder and the Permitted Liens, (iii) permit any levy or attachment to be made against any of Debtor Assets except a levy or attachment relating to this Agreement, (iv) permit any financing statement to be on file with respect to any of Debtor Assets, except financing statements in favor of the Secured Parties and except financing statements pertaining to the Permitted Liens, or (v) permit any transfer of Debtor Assets without the consent of the Secured Parties, except as may be expressly permitted hereunder.
(c) Debtor shall faithfully preserve and protect the Secured Parties' security interest in the Collateral and shall, at their own cost and expense, cause said security interest to be perfected and continued perfected, and for such purpose, the Debtor shall from time to time at the request of the Secured Parties file or record, or cause to be filed or recorded, or authorize the Secured Parties to execute and file or record, such instruments, documents and notices, including, without limitation, financing statements and continuation statements, as the Secured Parties may deem necessary or advisable i n order to perfect and continue perfected said security interest. Debtor shall do all such other acts and things and execute and deliver all such other instruments and documents, including, without limitation, further security agreements, pledges and assignments, as the Secured Parties may reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of said security interest as a first lien security interest in the Collateral prior to the rights of all Persons whomsoevertherein or thereto. The Secured Parties are hereby appointed attorney-in-fact for the Debtor to do all acts and things which they may deem necessary or advisable to preserve, perfect and continue perfected Secured Parties' security interest in the Collateral, including, without limitation, the signing and recording of financing and other similar statements.
(d) At any time Risk of loss of, damage to or destruction of the Collateral is on Debtor. Debtor shall insure the Collateral against such risks and from time casualties and in such amounts and with such insurers as acceptable to timeSecured Parties in their reasonable discretion. All such policies of insurance shall contain loss payable clauses in favor of Debtor and the Secured Parties as their respective interests may appear, and show Secured Parties as an additional insured on the l iability portion of said policy, and such policies or certificates evidencing the same shall be deposited with the Secured Parties immediately upon the written request of the AgentSecured Parties. If Debtor fail to effect and keep in full force and effect such insurance or fails to pay the premiums thereon when due, the Secured Parties may do so for the account of Debtor and add the cost thereof to the Obligations. Debtor hereby assigns and sets over unto the Secured Parties all monies which may become payable on account of such insurance, including, without limitation, any return of unearned premiums which may be due upon cancellation of any such insurance, and at authorizes the sole expense Secured Parties to direct the insurers to pay the Secured Parties any amount so due. The Secured Parties, their officers, employees and authorized agents, are hereby irrevocably appointed attorney-in-fact of Debtor to endorse any draft or check which may be payable to Debtor in order to collect the proceeds of such insurance or any return of unearned premiums. Such proceeds shall be applied to the payment or prepayment of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Obligations. Any balance of insurance proceeds remaining in the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and possession of the rights and powers herein granted. If any amount payable under or Secured Parties after payment in connection with any full of the Collateral Obligations shall be paid to Debtor or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreementorder.
(e) Debtor assumes full responsibility for taking any and all necessary action to preserve its rights in the Accounts against account Debtor. The Pledgor agrees Secured Parties shall be deemed to payhave exercised reasonable care in the custody and preservation of such of the Collateral as may be in their possession if they takes such action for that purpose as Debtor shall request in writing, provided that such requested action shall not, in the reasonable judgment of the Secured Parties, impair the Secured Parties' security interest in the Collateral or their rights in, or the value of, the Collateral, and to save the Agent and provided further that such written request is received by the Secured Parties harmless fromin sufficient time to permit it to take the requested action.
(f) Debtor shall maintain each item of Collateral in good condition and repair and shall pay and discharge all taxes, any levies and all liabilities with respect toother impositions levied or assessed thereon as well as the cost of repairs to or maintenance of the same. If Debtor fail to do so, the Secured Parties may pay the cost of such repairs or resulting from any delay in payingmaintenance and such taxes, any and all stamp, excise, sales levies or other similar taxes which may be payable or determined impositions for the account of Debtor and add the amount thereof to be payable with respect the Obligations.
(g) Whenever Debtor shall acquire mortgageable real property, Debtor shall report such acquisition to any the Secured Parties at least five days before consummating such acquisition and shall execute and deliver, and have recorded, a mortgage agreement in favor of the Collateral or Secured Parties which shall contain substantially identical covenants, agreements, and restrictions with regard to such real property as are contained in connection with this Agreement relating to personal property, and any of other agreements, instruments, documents and papers as the transactions contemplated by this AgreementSecured Parties may request to grant the Secured Parties a security interest in such real property.
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