Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents): (a) except as contemplated hereby and by the Security Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee; (b) as manager and sole member of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company; (c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder; (d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company; (e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors; (f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect; (g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents; (h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents; (i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction; (j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company; (k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and (l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Sources: Borrower Parent Transfer Agreement (Aerocentury Corp), Credit Agreement (Aerocentury Corp)
Covenants of the Pledgor. 8.1 The Pledgor hereby covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past to the termination of the Security Agreement and the other Loan Operative Documents):Beneficiary that:
(a) except as contemplated hereby and by the Security Agreement, the Pledgor it will not make assign, transfer or otherwise dispose of, nor suffer or permit any sale, assignment, pledge, mortgage, hypothecation or transfer of the same to occur with respect to, any Pledged Collateral Account or any Credit Balance or its rights attached to such Pledged Account or such Credit Balance to the ownership interests benefit of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens a party other than the Liens granted in favor of Beneficiary and other than Permitted Liens, it being understood that the Security TrusteePledgor is entitled to freely use any Pledged Account pursuant to Clause 3.1;
(b) it will perform all acts and execute all documents and instrument and as manager and sole member the Beneficiary may reasonably request from time to time in order to evidence, perfect, maintain or enforce the Pledge or otherwise in furtherance of the Company, it will not cause the Company to issue any further limited liability company interests provisions of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Companythis Pledge Agreement;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documentsnot create, and take all further actiongrant or permit to subsist any pledge, that may be necessarycharge, lien or that the Security Trustee may reasonably requestother security over any Account or any Credit Balance, in order to perfect and protect except any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunderPermitted Lien;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or controlpermitted under applicable law, consent it will not agree to the appointment exercise by any person other than the Beneficiary of a receiverany right, trustee and hereby waives any right which it may have, now or liquidator of the Company hereafter, to assert or of a substantial part of the Company’s property, counter-claim against or admit in writing submitted in connection with judicial respect to any Pledged Account or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the CompanyCredit Balance;
(e) as manager it will furnish upon demand to the Beneficiary such information, reports and sole member of the Company, it shall not authorize the Company to file a voluntary petition records in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions respect of any other now existing or future bankruptcy, insolvency or other similar law providing for Account and any Credit Balance as the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtorsBeneficiary may reasonably request from time to time;
(f) it shall will not commence locate or join permit to locate any cash received from any person whatsoever, for whatever reason, in an account other than an Account, except for factoring accounts which may be opened with any other Person factors from time to time in commencing any case, proceeding or action described in accordance with the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator provisions of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effectLoan Agreement and/or excluded accounts;
(g) as manager and sole member it will not open an account either with any Account Holder or with another bank without the prior Beneficiary's written consent unless the said account is pledged in favour of the CompanyBeneficiary pursuant to the same terms and conditions as stated in this Pledge Agreement, it shall in such case the prior Beneficiary's written consent is not authorize the Company to incur any indebtedness other than as provided in the Operative Documentsrequired;
(h) as manager and sole member after the occurrence of the Companya Notification Event, it shall not authorize close any of the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ Pledged Accounts without prior written notice to such effect the Beneficiary.
8.2 In addition to the Security Trustee undertakings made in section 1 (Representations, Warranties and (iiCovenants of Guarantor) all action reasonably necessary of the Supplemental Agreement, the Pledgor covenants on the date of the Pledge Agreement and for the duration of the Pledge Agreement not to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds conclude any agreement that the Company was not entitled to receive under terms would have a material adverse effect on the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf rights of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned)Beneficiary under this Pledge Agreement.
Appears in 2 contracts
Sources: First Rank Accounts Pledge Agreement (Talend S.A.), First Rank Accounts Pledge Agreement
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents):shall
(a) except if the Pledged Collateral is in the form of a certificated security, within the meaning of the Uniform Commercial Code, as contemplated hereby and by adopted in the Security AgreementCommonwealth of Massachusetts (the "Code"), the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer surrender possession of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trusteeto Dyax;
(b) as manager and sole member if the Pledged Collateral is in the form of an uncertificated security, within the meaning of the CompanyCode, it will not cause the Company to issue any further limited liability company interests record this pledge in the records of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under relating to the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the CompanyPledged Stock;
(c) at any time execute all such instruments, documents, and papers, and will do all such acts as Dyax may reasonably request now and from time to time, at no expense time hereafter with respect to the Security Trusteeperfection of the security interest granted herein and the assignment effected hereby, it will promptly execute including without limitation making payments of the proceeds of the Loan and such additional amounts as are necessary to cause the current pledgee of the certificates for the Pledged Stock to deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order such certificates to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunderDyax;
(d) as manager deliver to Dyax, if and sole member when received by the Borrower, any item representing or constituting any of the Company, it shall not authorize Pledged Collateral or, to the extent within its power or controlexcept as otherwise provided herein, consent to the appointment proceeds of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtorsPledged Collateral;
(f) it shall not commence cause or join with permit any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company Pledged Collateral presently evidenced by a written certificate to be converted to uncertificated securities, except on request of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effectDyax;
(g) as manager and sole member of not exercise any right with respect to the Company, it shall not authorize Pledged Collateral which would dilute or otherwise adversely affect Dyax's rights to the Company to incur any indebtedness other than as provided in the Operative DocumentsPledged Collateral;
(h) as manager make a payment on the Loan or grant to Dyax a security interest in and sole member to, and assign, pledge and deliver to Dyax certificates representing additional marketable securities issued to the Borrower, if necessary, in order to ensure that at all times the value of the Company, it shall Pledged Collateral is not authorize less than 150% of the Company to engage in any business other than as contemplated by outstanding principal balance of the Operative DocumentsLoan;
(i) it shall not, unless deliver to Dyax annually on September 30 a certificate stating that (i) it the Borrower as of the date thereof has given a net worth, defined as the fair market value of total assets, exclusive of assets subject to contingent liabilities, less total liabilities, of at least 20 days’ prior written notice to such effect to the Security Trustee $10,000,000 and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws value of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement as of the Company without the prior written consent date thereof is not less than 150% of the Security Trustee (not to be unreasonably withheld, delayed or conditioned)outstanding principal balance of the Loan.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any In order to induce the ------------------------ Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents):
(a) except as contemplated hereby and by the Security Party to enter into this Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free covenants and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) agrees as manager and sole member of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;follows:
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall Pledgor will defend the Security Trustee’s Secured Party's right, title title, claim of possession and Lien in and to the Pledged Collateral against the claims and demands of all Persons, subject in all events to the applicable terms and conditions of the Brookdale Documents;
(ii) the Pledgor will not create or permit to exist any Lien on the Collateral (other than the Lien created by this Agreement and the Basic Documents) and will pay and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Collateral or any portion thereof, unless (but only to the extent that)
(a) such payment is being contested in good faith and in accordance with law, and (b) the failure to make such payment cannot result in the loss of the Collateral or any portion thereof;
(iii) upon demand by the Secured Party, the Pledgor shall pay, or cause to be paid, all reasonable fees and expenses actually incurred by the Secured Party in connection with the preparation and negotiation of the Basic Documents, the amendment or modification of the Basic Documents and the prosecution or defense of any action or proceeding or other litigation affecting or relating to the Basic Documents (including, without limitation, reasonable attorneys' fees and disbursements); and any amounts so paid shall be secured by this Agreement;
(iv) the Pledgor agrees that it will join with the Secured Party in executing and, at its own expense, file and refile under the UCC such financing statements, continuation statements and other documents in such offices as the Secured Party may reasonably deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Secured Party's first priority perfected security interest in the Collateral and hereby authorizes the Secured Party to file financing statements and amendments thereto relative to all or any part of the Collateral without the signature of the Pledgor where permitted by law, and agrees to do such further acts and things and to make, execute and deliver to the Secured Party such additional conveyances, assignments, agreements, instruments and financing statements as the Secured Party may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Secured Party its rights, powers and remedies hereunder, and if the Pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Secured Party, as attorney-in-fact for the Pledgor, may in the name, place and stead of the Pledgor, make, execute and deliver any of the foregoing; provided, however, that none of the foregoing shall relieve the Pledgor of its responsibility for such filings and perfection;
(v) upon demand by the Secured Party, the Pledgor shall furnish to the Secured Party such proof or evidence as the Secured Party may reasonably request from time to time with respect to (a) the continuing correctness of the representations and warranties set forth herein as of the date made, (b) compliance with and performance by the Pledgor of the covenants contained herein, and (c) such other matters with respect to the transactions contemplated hereby as the Secured Party shall reasonably request;
(vi) the Pledgor shall promptly, upon becoming aware thereof, notify the Secured Party in writing of any condition or event that constitutes a Default or an Event of Default;
(vii) the Pledgor shall notify the Secured Party in writing within not more than 30 days following the date the Pledgor changes its principal place of business or chief executive office, which notice shall set forth the full and complete new address of the principal place of business or chief executive office of the Pledgor; and
(lviii) it except as permitted under the Credit Agreement and except as provided in the Brookdale Documents, the Pledgor will not amendnot, repeal directly or modify the LLC Agreement indirectly, sell, convey, transfer, assign, encumber or otherwise dispose of, grant rights with respect to, or mortgage or create a security interest in any of the Company without the prior written consent of the Security Trustee Collateral (not to be unreasonably withheldor any associated options, delayed rights or conditionedinterests).
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows covenants, for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Credit Agreement and the other Loan Operative Documents)::
(a) except a. Except as contemplated hereby and by the Security Agreementhereby, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company Trust and, except for the Lien interest granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens claims or liens other than the Liens interest granted in favor of the Security TrusteeSecured Party;
(b) as manager and b. As the sole member beneficial owner of the CompanyTrust, it Pledgor will not cause or authorize the Company Owner Trustee to issue any further limited liability company beneficial interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing DateBeneficial Interest; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, any and all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company beneficial interest of any class or description or other securities of the CompanyTrust;
(c) at c. At any time and from time to time, at no expense to the Security TrusteeSecured Party, it Pledgor will promptly execute and deliver all further instruments and documents, documents and take all further action, action that may be necessary, or that the Security Trustee Secured Party may reasonably request, request in order to perfect and protect any Lien granted or purported enable Secured Party to be granted hereby or to enable the Security Trustee to perfect, exercise and enforce its rights and remedies hereunder, including consenting to recording of UCC‑1 financing statement(s);
(d) as manager and sole member of the Company, it d. Pledgor shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company Trust or any property of the Trust, authorize the filing of a substantial part of the Company’s propertypetition in bankruptcy or any other insolvency proceeding, or admit in writing submitted in connection with judicial or other similar procedures the CompanyTrust’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the CompanyTrust;
(e) as manager and sole member of the Company, it e. Pledgor shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company Trust to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to or engage in any business other than as contemplated by provided in the Operative operative Trust Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee f. When and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it Pledgor receives distributions from the Company Trust that were made with funds that Pledgor is obligated to pay over or deliver to Secured Party pursuant to the Company was not entitled to receive under the Security Credit Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee Secured Party and promptly deposit remit such funds in the applicable Collateral Account on behalf of the Companyas Secured Party may direct;
(k) it g. Pledgor shall defend the Security TrusteeSecured Party’s right, title and Lien interest in and to the Pledged Collateral against the claims and demands of all Personsthird parties; and
(l) it h. Pledgor will not amend, repeal or modify the LLC Agreement of the Company Trust without the prior written consent of the Security Trustee (Secured Party, which will not to be unreasonably withheld, delayed or conditioned).
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents):
(a) except as contemplated hereby and by the Security Agreementagrees, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) as manager and sole member of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company obligations under the Credit Agreement and the other Loan Operative Credit Documents, that until the Secured Obligations have been paid and performed in full:
(a) Without the prior written consent of the Agent, the Pledgor shall not sell, assign, transfer, pledge, or additional limited liability company interest otherwise encumber any of the Pledgor's rights in or to the Pledged Collateral pledged by the Pledgor or any class or description unpaid dividends or other securities of the Company;distributions or payments with respect thereto or gran▇ ▇ ▇▇▇▇ ▇▇▇rein except as otherwise permitted by this Securities Pledge Agreement.
(cb) The Pledgor shall, at any time the Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as the Agent from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee time may reasonably request, request in order to perfect and protect any Lien granted or purported ensure to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member Agent the benefits of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral intended to be created by this Securities Pledge Agreement. Without limiting the foregoing, the Pledgor shall, at the Pledgor's expense, promptly (but in any event within thirty days after the date the security attaches to the OzPhone Shares) deliver to the Agent share certificates respecting the 8 Ordinary Shares of OzPhone Pty. Ltd in the name of Pledgor and executed instruments of transfer or assignment (including without limitation stock powers) executed in blank, in respect of such shares.
(c) The Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the Lien of the Agent thereon against the claims and demands claim of all Persons; andany other Person.
(ld) it will The Pledgor shall, upon obtaining any additional shares of Stock of any other Person not amend, repeal evidenced on SCHEDULE I attached hereto or modify upon obtaining any additional shares of Stock upon the LLC Agreement exercise of the Company warrant shown in SCHEDULE I attached hereto, promptly (and in any event within five (5) Business Days) deliver to the Agent all share certificates and voting trust certificates respecting such Stock, and deliver to the Agent a Pledge Amendment duly executed by the Pledgor, substantially in the form of SCHEDULE II attached hereto, which is incorporated herein by this reference (a "Pledge Amendment"), and executed instruments of transfer or assignment (including, without the prior written consent limitation, stock powers) executed in blank, in respect of the Security Trustee (not additional shares of stock which are to be unreasonably withheld, delayed or conditioned)pledged pursuant hereto. The Pledgor hereby authorizes the Agent to attach each Pledge Amendment hereto and agrees that all shares listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any and agrees with the Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past Party that, from and after the termination date of this Agreement until this Agreement is terminated and the Security Agreement and the other Loan Operative Documents):Interests created hereby are released, it will:
(a) except Keep all books and records relating to the Collateral at the address listed on Schedule I hereto.
(b) Furnish Secured Party such information concerning the Pledgor and the Collateral as contemplated hereby Secured Party may from time to time reasonably request.
(c) Defend in a commercially reasonable manner its title to the Collateral against all Persons and by against all claims and demands whatsoever.
(d) With respect to all Collateral, do all acts reasonably necessary to maintain, preserve and protect all such Collateral, and prevent any waste or unusual or unreasonable depreciation thereof.
(e) Permit Secured Party and designees of Secured Party, from time to time, to inspect the Collateral at reasonable times upon reasonable prior notice to Pledgor.
(f) Upon request of Secured Party, stamp on the Pledgor’s records (and require that each of the Servicer and the Trustee stamp on its records) concerning the Collateral (and/or enter into its computer records concerning the Collateral), a notation, in form reasonably satisfactory to Secured Party, of the Security AgreementInterest created hereby.
(g) Furnish to Secured Party notice in writing as soon as possible and in any event not later than thirty (30) days prior to the occurrence from time to time of any change in its name or the name under or by which it conducts its business, organizational identification number, jurisdiction of organization, type of organization or other legal structure, each of such notices also to contain evidence that the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation has taken all action required or transfer reasonably desirable to maintain and preserve the first priority perfected Security Interests in favor of Secured Party in the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any other Security Interest or encumbrance whatsoever.
(h) At its sole expense, execute and deliver, or cause to be executed and delivered, to Secured Party, in due form for filing or recording (and pay the cost of filing or recording the same in all Liens public offices deemed necessary or advisable by Secured Party) such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements, stock or bond powers, and other documents, and do such other acts and things, all as may from time to time be necessary or desirable to establish and maintain to the satisfaction of Secured Party a valid first priority perfected Security Interest in all Collateral of the Pledgor now or hereafter existing or acquired (free of all other liens, claims and rights of third parties whatsoever) to secure payment and performance of the Note.
(i) At Secured Party’s request after the occurrence and during the continuance of an Event of Default, transfer (or cause the Servicer to transfer) all or any part of the Collateral into the name of Secured Party or its nominee, with or without disclosing that such Collateral is subject to the Security Interest hereunder and notify the Servicer to make distributions to Secured Party of any amount due or to become due in respect of the Rochdale SUBI or the Rochdale SUBI Certificate.
(j) Not take or fail to take any action which would reasonably be expected to in any manner impair the enforceability of Secured Party’s Security Interest in any Collateral.
(k) Take such actions as to ensure that the Rochdale SUBI Certificate shall represent a 100% beneficial interest in all Rochdale SUBI Assets.
(1) Not, without the prior written consent of the Secured Party, (a) take any action to (i) cause the Rochdale SUBI to issue or the Trustee to cause to be executed any additional certificates representing interests in any Rochdale SUBI Assets or (ii) cause the Trustee to register the Rochdale SUBI Certificate in the name of any Person other than the Liens Pledgor or the Secured Party, (b) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Rochdale SUBI Certificate or any Rochdale SUBI Assets, (c) create, incur or permit to exist any Security Interest or option, or any claim of any Person, on or with respect to the Rochdale SUBI Certificate, any Rochdale SUBI Assets or any other Collateral, except for the Security Interests created by this Agreement or (d) enter into any agreement or undertaking (other than the Related Documents, the Trust Agreement and the Rochdale SUBI Supplement) restricting the right or ability of the Pledgor or the Secured Party to pledge, sell, assign or transfer the Rochdale SUBI Certificate or the other Collateral.
(m) Pay, and shall hold the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to the Rochdale SUBI Certificate or the other Collateral or in connection with any of the transactions contemplated by this Agreement.
(n) Not agree to any amendment of the Trust Agreement or the Rochdale SUBI Supplement without the prior written consent of the Secured Party.
(o) Concurrently with the delivery to the Secured Party of the Rochdale SUBI Certificate, cause the Trustee to make a notation of the pledge of the Rochdale SUBI Certificate to the Secured Party on the Certificate Register.
(p) Timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it with respect to the Rochdale SUBI Certificate and all other agreements related to the Rochdale SUBI Certificate pursuant to their respective terms, and will do nothing to impair the rights of the Secured Party in, to and under the Rochdale SUBI Certificate.
(q) The Pledgor will at all times cause the Security Interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Rochdale SUBI Certificate, enforceable as such against all creditors of the Pledgor and any other Persons purporting to purchase any Rochdale SUBI Certificate from the Pledgor. The Pledgor agrees that, from time to time upon the written request of the Secured Party, the Pledgor will execute and deliver such further documents and diligently perform such other acts and things in any jurisdiction as the Secured Party may reasonably request in order to (a) grant more effectively a security interest in favor of the Security Trustee;
Secured Party in all or any portion of the Rochdale SUBI Certificate, (b) as manager and sole member of the Companymaintain, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessarypreserve, or that perfect the Security Trustee may reasonably request, in order to perfect security interest and protect any Lien granted created or purported to be created by this Agreement and the first priority status of such security interest and Lien, (c) preserve and defend against any Person the Pledgor’s title to the Rochdale SUBI Certificate and the rights purported to be granted hereby or to therein by this Agreement, (d) enable the Security Trustee Secured Party to exercise and enforce its rights and remedies hereunder;
, (de) notify the Secured Party as manager and sole member soon as it has knowledge or reasonable belief that the value of the CompanyRochdale SUBI Certificate has been or may be materially impaired, it shall not authorize or, (f) at all times act in good faith and in a lawful manner with respect to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment Rochdale SUBI Certificate for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager Secured Party and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member carry out more effectively the purposes of the Companythis Agreement, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
including (i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect authorizing the filing of one or more financing statements pursuant to the Security Trustee and UCC naming the Secured Party as secured party, (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby executing any control agreements with respect to Rochdale SUBI Certificate, in each case naming the Pledged CollateralSecured Party as secured party, shall have been taken, either (Aiii) change its name, identity or structure or reorganize or (B) reincorporate executing such other filings required under the laws of another jurisdiction;
all jurisdictions necessary or reasonably deemed appropriate in the judgment of the Secured Party to perfect or evidence the Secured Party’s first priority security interest in and Lien on the Rochdale SUBI Certificate, and (jiv) if it receives distributions from causing any third party holding the Company Rochdale SUBI Certificate to acknowledge in a signed writing that were made with funds that the Company was not entitled to receive under the Security Agreement such third party holds such Rochdale SUBI Certificate solely on behalf of, and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit sole benefit of, the Secured Party. In the event the Pledgor’s compliance with this Section 8(q) requires any action by the Pledgor not required, or deemed advisable by the Secured Party based on the advice of counsel, under applicable Law, the Secured Party shall be responsible for all reasonable costs (including the Pledgor’s legal fees) associated with such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned)action.
Appears in 1 contract
Sources: Subi Certificate Pledge Agreement (Rochdale High Yield Advances Fund LLC)
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past and undertakes the termination of following with the Security Agreement and the other Loan Operative Documents):Pledgee:
(a) except as contemplated hereby duly and punctually to observe and perform all the conditions and obligations imposed on it by the Security Loan Agreement and this Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) as manager and sole member of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee Pledgee, to attempt to sell, assign, transfer, create any lien over, or otherwise disposed of any of the Securities to or in favor of any person other than the Pledgee;
(c) to do or permit to be done each and every act or thing the Pledgee may from time to time reasonably require to be done for the purpose of enforcing the Pledgee's rights under this Agreement or in respect of any of the Securities and to allow its name to be used as and when required by the Pledgee for such purpose;
(d) to make all registrations, filings and recordings, and take all other actions as are necessary or reasonably determined by the Pledgee to be advisable to ensure the continued legality, validity, enforceability, priority and admissibility in evidence of this Agreement;
(e) to be responsible for the resolution of any disputes with a third party in connection with the Securities, including any disputes involving claims against the Securities, and in connection therewith, the Pledgor agrees not to be unreasonably withheldtake any action which might adversely affect the enforcement of the Pledgee's rights or Pledgee's interests in the Securities and to affirmatively protect and defend such rights and interests in consultation with the Pledgee;
(f) to conduct its business in accordance with any applicable laws and regulations;
(g) to pay all taxes, delayed assessments and other governmental charges of any kind imposed on or conditioned)in respect of its income or any of its business when due;
(h) to notify the Pledgee of any and all notices that the Pledgor has provided to its shareholders in their capacity as shareholders, at the same time as such notice;
(i) if and when it is required to or entitled to vote, give any consent or exercise any other rights with respect to the Securities, to first notify such situation to the Pledgee immediately and act in accordance with the instruction of the Pledgee;
(j) not to make or cause to make any action, procedure or event that would diminish the value of the Securities; and
(k) to notify the Pledgee of any event that would result in or lead to a breach of any representation and warranty provided under Section 3 immediately upon becoming aware of such event.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so So long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the this Pledge and Security Agreement and the other Loan Operative Documents):
(a) except as contemplated hereby and by the Security Agreementshall remain in effect, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(ba) as manager and sole member of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien interest of the Pledgees in and to the Pledged Collateral against the claims and demands of all Persons; and
(lb) it will not amend, repeal modify, or modify the LLC Agreement waive any of the Company without terms and conditions of, or settle or compromise any claim in respect of, any Collateral in a manner which would materially adversely affect the prior written consent interests of the Security Trustee Pledgees; (c) not sell, assign, transfer, or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber, or release any of the Collateral or any interest therein except in a manner whereby the Agent alone would be entitled to receive the proceeds therefrom; (d) notify the Collateral Agent, the Agent and the Pledgees monthly of any default of which the Pledgor has knowledge that continues beyond any applicable notice or grace period under any Pledged Mortgage Loan which has Collateral Value; and (e) maintain, or cause to be unreasonably withheldmaintained, delayed in its chief executive office or conditionedin the offices of a computer service bureau approved by the Agent for the processing of Mortgage Notes and Mortgage-Backed Securities, originals, or copies if the original has been delivered to the Collateral Agent, of its Mortgage Notes and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other records, information and data, relating to the Collateral and will give the Collateral Agent, the Agent and the Pledgees written notice of the place where such records, information and data will be maintained. So long as this Agreement shall remain in effect, the Pledgor will (a) be a “Member” (as defined in the MERS Agreements) of MERSCORP, (b) maintain the Electronic Tracking Agreement in full force and effect and timely perform all of its obligations thereunder, (c) provide the Agent and the Collateral Agent with copies of any new MERS Agreement or any amendment, supplement or other modification of any MERS Agreement (other than the Electronic Tracking Agreement), (d) not amend, terminate or revoke, or enter into any agreement that contradicts, the Electronic Tracking Agreement, (e) identify to the Agent and the Collateral Agent each Pledged Mortgage Loan that is registered in the MERS System, at the earlier of the time it is so registered or the time it is pledged or deemed pledged hereunder, as so registered, (f) at any time at the request of the Agent or the Collateral Agent, take such actions as may be necessary to register the pledge of any Pledged Mortgage Loan to the Agent and the Collateral Agent on the MERS System, (g) at the request of the Agent or the Collateral Agent, take such actions as may be requested by the Agent or the Collateral Agent to (i) transfer beneficial ownership of any Pledged Mortgage Loan to the Agent or the Collateral Agent on the MERS System, or (ii) de-register or re-register any Pledged Mortgage Loan on, or withdraw any Pledged Mortgage Loan from, the MERS System, (h) provide the Agent and the Collateral Agent with copies of any or all of the following reports with respect to the Pledged Mortgage Loans registered on the MERS System, at the request of the Agent: (v) Co-existing Security Interest Reports, (w) Release of Security Interest by Interim Funding Reports, (x) Paid in Full Verification Reports, (y) Interim Funding Rejects Reports, and (z) such other reports as the Agent or the Collateral Agent may request to verify the status of any Pledged Mortgage Loan on the MERS System, (i) notify the Agent of any withdrawal or deemed withdrawal of the Pledgor’s membership in the MERS System or any deregistration of any Pledged Mortgage Loan previously registered on the MERS System, and (j) not enter into any other Electronic Tracking Agreement or other similar arrangement with any lender or lender’s agent other than with the Agent and the Collateral Agent.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents):shall:
(a) except as contemplated hereby Perform each and by every covenant in the Security Agreement, Loan Documents applicable to the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer Pledgor;
(b) At all times keep at least one complete set of its records concerning substantially all of the Pledged Collateral at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving Agent at least thirty (30) days prior written notice thereof;
(c) To the ownership interests of extent it may lawfully do so, use its best efforts to prevent the Company andIssuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the Lien granted hereby, terms of the Loan Agreement to be paid by any Issuer to the Pledgor;
(d) Upon receipt by the Pledgor will be of any material notice, report, or other communication from any of the sole legal owner Issuers or any Holder relating to all or any part of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) as manager and sole member of the Companydeliver such notice, it will not cause the Company to issue any further limited liability company interests of any class or description report or other securities communication to Agent promptly, but in addition to or in substitution for no event later than five (5) business days following the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained receipt thereof by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the CompanyPledgor;
(e) as manager and sole member To the extent it may lawfully do so, not permit any of the Company, it shall not Issuers to: (i) authorize the Company amendment of or amend the Governing Documents of such Issuer that is a general partnership, limited partnership or limited liability company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting provide that the material allegations Stock of a petition filed against such Issuer is governed by Article 8 of the Company in any such proceedingsCode, or (ii) authorize the Company issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company, unless in each case, the certificates to be so issued representing securities governed by voluntary petition, answer or consent Article 8 of the Code are pledged and delivered to or seek relief under the provisions Agent as permitted by the Loan Agreement and pursuant to the terms of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;this Agreement; and
(f) it The Pledged Collateral that is in certificated form shall not commence or join with any other Person in commencing any case, proceeding or action described at all times be in the preceding paragraph or seek an orderpossession of ▇▇▇▇▇ Fargo Bank Nevada, judgment or decree appointing a receiverN.A., trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided Agent’s designee in the Operative Documents;
(h) as manager and sole member State of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned)Nevada.
Appears in 1 contract
Sources: Stock Pledge Agreement (GNLV Corp)
Covenants of the Pledgor. The Pledgor covenants as follows for so So long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and Obligations shall remain outstanding, the other Loan Operative Documents):Pledgor will, unless the Bank shall otherwise consent in writing:
(a) except as contemplated hereby and by give the Security Agreement, Bank at least 30 days’ prior written notice of any change in (i) the name of the Pledgor will not make or any saletrustee, assignment, pledge, mortgage, hypothecation or transfer (ii) the form of the Pledged Collateral Pledgor, (iii) the location of any place of business or any principal residence of any trustee, (iv) the ownership interests office where the Pledgor keeps all records concerning the Collateral, (v) the jurisdiction of organization of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of or (vi) any and all Liens other than the Liens granted location referred to in favor of the Security TrusteeSection 4(e) hereof;
(b) as manager keep adequate records concerning the Collateral and sole member permit the Bank or any agents or representatives thereof at any reasonable time and on reasonable notice to examine and make copies of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Companyabstracts from such records;
(c) duly perform and observe all of the Pledgor’s obligations under each Company Agreement;
(d) at any time and from time to timethe expense of the Pledgor, at no expense promptly deliver to the Security Trustee, it will promptly Bank financing statements on Form UCC-1 concerning the Collateral and execute and deliver all further instruments and documents, and take all further action, that may be necessaryreasonably necessary or desirable, or that the Security Trustee Bank may reasonably request, in order to (i) perfect and protect any security interest created or purported to be created hereby; (ii) enable the Bank to exercise and enforce its rights and remedies hereunder with respect to the Collateral; or (iii) otherwise effect the purposes of this Agreement, including, without limitation, (A) if any Collateral shall be evidenced by a promissory note or other instrument or chattel paper, delivering and pledging to the Bank hereunder such note, instrument or chattel paper duly indorsed and accompanied by executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Bank; (B) executing and filing such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Bank may reasonably request, in order to perfect and protect any Lien granted preserve the security interests created or purported to be granted hereby or created hereby; and (C) furnishing to enable the Security Trustee Bank from time to exercise time statements and enforce its rights schedules further identifying and remedies hereunder;
(d) describing the Collateral and such other reports in connection with the Collateral as manager and sole member the Bank may reasonably request, all in reasonable detail. Without limiting the foregoing, the Pledgor will deliver to the Bank within 30 days following the end of the Company, it shall not authorize oreach calendar month, to the extent within its power that any manager, managing member or controlgeneral partner, consent as the case may be, of any Issuer changes, a revised Schedule I to change the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment contact information for the benefit manager, managing member or general partner, as the case may be, of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Companysuch Issuer;
(e) as manager upon the occurrence and sole member during the continuance of any breach or default by the Pledgor under any Company Agreement, the Pledgor will, promptly after obtaining knowledge thereof, give the Bank written notice of the Companynature and duration thereof, it shall not authorize specifying what action, if any, the Company Pledgor proposes to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment take with the Company’s creditors or otherwise for the relief of distressed debtorsrespect thereto;
(f) it shall not commence sell, assign, exchange or join with otherwise dispose of any other Person in commencing any case, proceeding Pledged Shares or action described its membership or partnership interest in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effectIssuers;
(g) as manager and sole member not create or suffer to exist any liens, charges, encumbrances or security interests of any kind or nature upon or with respect to any of the Company, it shall not authorize Collateral except for the Company to incur any indebtedness other than as provided in the Operative Documentssecurity interests created hereunder and non-consensual liens arising by operation of law;
(h) not agree, in its capacity as manager and sole member a member, shareholder or limited partner, to any amendment, modification, waiver or termination of any provision of any of the Company, it shall not authorize Company Agreements that could reasonably be expected to be materially adverse to the Company to engage in any business other than as contemplated by the Operative Documents;Bank; and
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice not take or fail to such effect to take any action which would in any manner impair the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf value of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned)Collateral.
Appears in 1 contract
Sources: Pledge and Security Agreement (Patel Tushar Bhikhubhai)
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents):
(a) except as contemplated hereby Each Pledgor covenants and by the Security Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) as manager and sole member of the Company, agrees that it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order reasonable steps to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien interest of the Pledgee in and to the Pledged Collateral and the proceeds thereof against the claims and demands of all Personspersons whomsoever; andand each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise take all reasonable steps to defend its rights thereto and interests therein.
(lb) Each Pledgor covenants and agrees that it will shall not amend(i) create, repeal incur, assume or modify permit to exist any Lien or encumbrance on the LLC Agreement Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Company Pledgee hereunder except as expressly permitted by this Agreement.
(c) Except as otherwise permitted under the Loan Agreement, without the prior written consent of the Security Trustee Pledgee, each Pledgor covenants and agrees that it will not (not i) vote to enable, or take any other action to permit, any Issuing Entity to issue any stock or other equity securities or interests 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 or interests of any Issuing Entity or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Equity Interests.
(d) Each Pledgor covenants and agrees that it will cause its pledge hereunder to be unreasonably withheldnoted conspicuously on its books and records. If any certificates or other instruments are issued to represent the Pledged Equity Interests, delayed then the relevant Pledgor shall deliver or conditionedcause to be delivered to the Pledgee or its designee such certificates or other instruments.
(e) No Pledgor will, nor will it permit any of the related Issuing Entities (for so long as all or a portion of its related Equity Interests constitute Collateral hereunder) to, without the prior written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such Pledgor or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Loan Agreement, (ii) permit any Lien to exist on any of the Equity Interests of the related Issuing Entities (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Equity Interests with respect to the Issuing Entities, regardless of whether such Equity Interests constitute Collateral hereunder, other than in a transaction permitted under the Loan Agreement or (iv) except as otherwise set forth in the Loan Agreement, enter into any agreement, contract or arrangement (excluding the Loan Agreement and the other Loan Documents) restricting the ability of any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Equity Interests with respect to such Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any governmental authority, and (z) restrictions and conditions arising under the Loan Agreement and the other Loan Documents.
(f) Each Pledgor covenants and agrees that, throughout the term of the Loan Agreement, if and when any Equity Interests owned by such Pledgor shall cease to be Excluded Collateral, such Equity Interests shall be deemed at all times from and after the date hereof to constitute Collateral hereunder.
(g) Each Pledgor covenants and agrees that the Pledged Equity Interests are “general intangibles” under Article 9 of the Uniform Commercial Code, and are not “securities” for purposes of Article 8 of the Uniform Commercial Code or “investment property” for purposes of Article 9 of the Uniform Commercial Code, and that it will not modify any organizational, operating or other agreements to permit such equity interests to be governed by Article 8 of the Uniform Commercial Code without the prior written consent of the Pledgee.
(h) Each Pledgor covenants and agrees that it shall and shall cause each Issuing Entity to:
(i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises;
(ii) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect;
(iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves;
(iv) not move its chief executive office or chief operating office from the addresses referred to in Schedule 6.10 of the Loan Agreement other than in strict compliance with the obligations set forth in Section 4.03 of the Loan Agreement;
(v) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Each Pledgor and its Subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it where the failure to file would reasonably be expected to have a Material Adverse Effect;
(vi) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents; and
(vii) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case in such manner that a Material Adverse Effect will not result.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor hereby covenants that, until such time as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination all of the Security Agreement outstanding principal of and interest on the Note has been repaid and all other Loan Operative Documents):obligations of the Pledgor hereunder or thereunder have been discharged, the Pledgor shall:
(a) except as contemplated hereby and by the Security Agreementnot create, the Pledgor will not make incur, assume or suffer to exist any sale, assignment, pledge, mortgagesecurity interest, hypothecation encumbrance, lien or transfer charge of any kind against the Pledged Collateral or the ownership interests of the Company andPledgor's rights as a holder thereof, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trusteepursuant to this Agreement;
(b) as manager promptly execute and sole member of the Company, it will not cause the Company to issue any deliver at his or her own expense such further limited liability company interests of any class or description instruments and documents (including Uniform Commercial Code or other securities applicable financing statements) and do such further acts and things as the Lender may reasonably request in addition order to or in substitution for effect the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest purposes of any class or description or other securities of the Companythis Agreement;
(c) at any time warrant and from time defend title to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member ownership of the Company, it shall not authorize or, to the extent within its power Collateral at his or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral her own expense against the claims and demands of all Personsother parties Claiming an interest therein;
(d) notify the Lender promptly upon change of his or her principal place of residence;
(e) if any of the Collateral is an uncertificated security within the meaning of the UCC or otherwise not evidenced by any stock certificate or similar certificate or instrument, the Pledgor agrees to promptly notify the Lender and take all actions necessary to ensure perfection of the security interest under prevailing and applicable law, including, as applicable; under Article 8 or 9 of the UCC, and, without any limitation of the foregoing, prior to or concurrently with the pledge hereunder of the Collateral to which this section applies (arid as reasonably requested by the Lender thereafter), use commercially reasonable efforts to ensure that all Collateral that is an uncertificated security is reregistered in the name of the Lender;
(f) if any of the Collateral is a certificated security within the meaning of the UCC, the Pledgor agrees to, simultaneously with or prior to the execution of this Agreement (and as reasonably requested by the Lender thereafter), take all actions necessary to ensure perfection of the security interest under prevailing and applicable law, including, as applicable, under Article 8 or 9 of the UCC, and, without any limitation of the foregoing, deliver all certificates or instruments representing or evidencing the Collateral to the Lender, accompanied by a duly executed assignment separate from the certificate in the form attached hereto as Exhibit A;
(g) pay all taxes, assessments and charges assessed with respect to the Collateral;
(h) shall not issue any shares, warrants, options or other security obligations in HealthAmerica Acquisition Corp unless such shares are added as Pledged Shares under this Agreement, or upon written consent of Lender;
(i) Shall not sell, dispose of, transfer or encumber in any manner the assets of HealthAmerica or the entity which is the result of the merger of HealthAmerica and HealthAmerica Acquisition Corp.; and
(lj) it will do all such other things as the Lender may reasonably deem necessary or appropriate in order to assure to the Lender its security interests under this Agreement, to the extent that such acts are not amend, repeal or modify the LLC Agreement inconsistent with any provision of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned)this Agreement.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past and undertakes the termination of following with the Security Agreement and the other Loan Operative Documents):Pledgee:
(a) except as contemplated hereby duly and punctually to observe and perform all the conditions and obligations imposed on it by the Security this Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) as manager and sole member of the Company, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee Pledgee, to attempt to sell, assign, transfer, create any security, interest or lien over, or otherwise dispose of or encumber any of the Securities to or in favor of any person other than the Pledgee;
(c) to do or permit to be done each and every act or thing the Pledgee may from time to time require to be done for the purpose of enforcing the Pledgee's rights under this Agreement or in respect of any of the Securities and to allow its name to be used as and when required by the Pledgee for such purpose;
(d) to make all registrations, filings and recordings, and take all other actions as are necessary or determined by the Pledgee to be advisable to ensure the continued legality, validity, enforceability, priority and admissibility in evidence of this Agreement;
(e) to be responsible for the resolution of any disputes with a third party in connection with the Securities, including any disputes involving claims against the Securities, and in connection therewith, the Pledgor agrees not to be unreasonably withheldtake any action which might adversely affect the enforcement of the Pledgee's rights or Pledgee's interests in the Securities and to affirmatively protect and defend such rights and interests in accordance with the instructions of the Pledgee;
(f) to pay all taxes, delayed assessments and other governmental charges of any kind imposed on or conditioned)in respect of his income or any of his assets when due;
(g) to immediately notify the Pledgee of any and all notices that the Pledgor has received from the Company in his capacity as a shareholder upon the receipt of such notice;
(h) if and when it is required to or entitled to vote, give any consent or exercise any other rights with respect to the Securities, to first notify such situation to the Pledgee immediately and act in accordance with the instruction of the Pledgee;
(i) not to make or cause to make any action, procedure or event that may diminish the value of the Securities; and
(j) to notify the Pledgee of any event that would result in or lead to a breach of any representation and warranty provided under Section 3 immediately upon becoming aware of such event.
Appears in 1 contract
Sources: Share Pledge Agreement (St Assembly Test Services LTD)
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past the termination of the Security Agreement and the other Loan Operative Documents):
(a) except as contemplated hereby Each Pledgor covenants and by the Security Agreement, the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation or transfer of the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any and all Liens other than the Liens granted in favor of the Security Trustee;
(b) as manager and sole member of the Company, agrees that it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Security Trustee may reasonably request, in order reasonable steps to perfect and protect any Lien granted or purported to be granted hereby or to enable the Security Trustee to exercise and enforce its rights and remedies hereunder;
(d) as manager and sole member of the Company, it shall not authorize or, to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member of the Company, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
(i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect to the Security Trustee and (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby with respect to the Pledged Collateral, shall have been taken, either (A) change its name, identity or structure or reorganize or (B) reincorporate under the laws of another jurisdiction;
(j) if it receives distributions from the Company that were made with funds that the Company was not entitled to receive under the Security Agreement and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien interest of the Pledgee in and to the Pledged Collateral and the proceeds thereof against the claims and demands of all Personspersons whomsoever; andand each Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise take all reasonable steps to defend its rights thereto and interests therein.
(lb) Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position or interests of the Pledgee hereunder except as expressly permitted by this Agreement.
(c) [Reserved].
(d) Each Pledgor covenants and agrees that it will not amendcause its pledge hereunder to be noted conspicuously on its books and records. If any certificates or other instruments are issued to represent the Pledged Equity Interests, repeal then the relevant Pledgor shall deliver or modify cause to be delivered to the LLC Agreement Pledgee or its designee such certificates or other instruments.
(e) Other than in connection with the GMAC Reorganization and subject to the commitments made by the Borrower to the Federal Reserve System with respect to GMAC, no Pledgor will, nor will it vote to permit any of the Company Issuing Entity (for so long as all or a portion of its related Equity Interests constitute Collateral hereunder) to, without the prior written consent of the Security Trustee Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding the Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such Pledgor or any of the Issuing Entity from creating, assuming or incurring any Lien upon such Pledgor’s properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the Loan Agreement, (ii) permit any Lien to exist on any of the Equity Interests of the Issuing Entity for so long as such Equity Interests constitute Collateral hereunder (other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise dispose of any of the Equity Interests with respect to the Issuing Entity, regardless of whether such Equity Interests constitute Collateral hereunder, other than in a transaction permitted under the Loan Agreement or (iv) except as otherwise set forth in the Loan Agreement, enter into any agreement, contract or arrangement (excluding the Loan Agreement and the other Loan Documents) restricting the ability of the Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee (to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any part of its assets to the Pledgor or any Person owning or holding the Equity Interests with respect to the Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, permits, licensing agreements and other contracts entered into by the Pledgor or Issuing Entity in the ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations of any governmental authority, and (z) restrictions and conditions arising under the Loan Agreement and the other Loan Documents.
(f) [Reserved].
(g) [Reserved].
(h) Each Pledgor covenants and agrees that it shall:
(i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises;
(ii) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect;
(iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves;
(iv) not move its chief executive office or chief operating office from the addresses referred to in Schedule 6.10 of the Loan Agreement other than in strict compliance with the obligations set forth in Section 4.03 of the Loan Agreement;
(v) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Each Pledgor and its Subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be unreasonably withheldfiled by or in respect of it where the failure to file would reasonably be expected to have a Material Adverse Effect;
(vi) keep in full force and effect the provisions of its charter documents, delayed by-laws, operating agreements or conditioned)similar organizational documents; and
(vii) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case in such manner that a Material Adverse Effect will not result.
(i) In the event of a GMAC Trust Disposition of any Pledged Equity Interests, the related Pledgor covenants and agrees that it shall cause the related Equity Interest Trustee to (i) acknowledge the Lender’s first priority perfected security interest in such Pledged Equity Interests and (ii) grant to the Lender a continuing security interest in such Pledged Equity Interests pursuant to the terms of a pledge or other security agreement and related documentation, the form and substance of which are acceptable to the Lender in its reasonable discretion; provided, that such agreement shall permit Equity Interest Dispositions.
Appears in 1 contract
Covenants of the Pledgor. The Pledgor covenants as follows for so long as any and agrees with the Secured Obligations remain outstanding and/or unperformed (other than any contingent liabilities that continue past Party that, from and after the termination date of this Agreement until this Agreement is terminated and the Security Agreement and the other Loan Operative Documents):Interests created hereby are released, it will:
(a) except Keep all books and records relating to the Collateral at the address listed on Schedule I hereto.
(b) Furnish Secured Party such information concerning the Pledgor and the Collateral as contemplated hereby Secured Party may from time to time reasonably request.
(c) Defend in a commercially reasonable manner its title to the Collateral against all Persons and by against all claims and demands whatsoever.
(d) With respect to all Collateral, do all acts reasonably necessary to maintain, preserve and protect all such Collateral, and prevent any waste or unusual or unreasonable depreciation thereof.
(e) Permit Secured Party and designees of Secured Party, from time to time, to inspect the Collateral at reasonable times upon reasonable prior notice to Pledgor.
(f) Upon request of Secured Party, stamp on the Pledgor’s records (and require that each of the Servicer and the Trustee stamp on its records) concerning the Collateral (and/or enter into its computer records concerning the Collateral), a notation, in form reasonably satisfactory to Secured Party, of the Security AgreementInterest created thereby.
(g) Furnish to Secured Party notice in writing as soon as possible and in any event not later than thirty (30) days prior to the occurrence from time to time of any change in its name or the name under or by which it conducts its business, organizational identification number, jurisdiction of organization, type of organization or other legal structure, each of such notices also to contain evidence that the Pledgor will not make any sale, assignment, pledge, mortgage, hypothecation has taken all action required or transfer reasonably desirable to maintain and preserve the first priority perfected Security Interests in favor of Secured Party in the Pledged Collateral or the ownership interests of the Company and, except for the Lien granted hereby, the Pledgor will be the sole legal owner of the Pledged Collateral, free and clear of any other Security Interest or encumbrance whatsoever.
(h) At its sole expense, execute and deliver, or cause to be executed and delivered, to Secured Party, in due form for filing or recording (and pay the cost of filing or recording the same in all Liens public offices deemed necessary or advisable by Secured Party) such assignments (including, without limitation, assignments of life insurance or annuity contracts), security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements, stock or bond powers, and other documents, and do such other acts and things, all as may from time to time be necessary or desirable to establish and maintain to the satisfaction of Secured Party a valid first priority perfected Security Interest in all Collateral of the Pledgor now or hereafter existing or acquired (free of all other liens, claims and rights of third parties whatsoever) to secure payment and performance of the Note.
(i) At Secured Party’s request after the occurrence and during the continuance of an Event of Default, transfer (or cause the Servicer to transfer) all or any part of the Collateral into the name of Secured Party or its nominee, with or without disclosing that such Collateral is subject to the Security Interest hereunder and notify the Servicer to make distributions to Secured Party of any amount due or to become due in respect of the Rochdale SUBI or the Rochdale SUBI Certificate.
(j) Not take or fail to take any action which would reasonably be expected in any manner impair the enforceability of Secured Party’s Security Interest in any Collateral.
(k) Take such actions as to ensure that the Rochdale SUBI Certificate shall represent a 100% beneficial interest in all Rochdale SUBI Assets.
(l) Not, without the prior written consent of the Secured Party, (a) take any action to (i) cause the Rochdale SUBI to issue or the Trustee to cause to be duly executed any additional certificates representing interests in any Rochdale SUBI Assets or (ii) cause the Trustee to register the Rochdale SUBI Certificate in the name of any Person other than the Liens Pledgor or the Secured Party, (b) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Rochdale SUBI Certificate or any Rochdale SUBI Assets, (c) create, incur or permit to exist any Security Interest or option, or any claim of any Person, on or with respect to the Rochdale SUBI Certificate, any Rochdale SUBI Assets or any other Collateral, except for the Security Interests created by this Agreement or (d) enter into any agreement or undertaking (other than the Related Documents, the Trust Agreement and the Rochdale SUBI Supplement) restricting the right or ability of the Pledgor or the Secured Party to pledge, sell, assign or transfer the Rochdale SUBI Certificate or the other Collateral.
(m) Pay, and shall hold the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to the Rochdale SUBI Certificate or the other Collateral or in connection with any of the transactions contemplated by this Agreement.
(n) Not agree to any amendment of the Trust Agreement or the Rochdale SUBI Supplement without the prior written consent of the Secured Party.
(o) Concurrently with the delivery to the Secured Party of the Rochdale SUBI Certificate, cause the Trustee to make a notation of the pledge of the Rochdale SUBI Certificate to the Secured Party on the Certificate Register.
(p) Timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it with respect to the Rochdale SUBI Certificate and all other agreements related to the Rochdale SUBI Certificate pursuant to their respective terms, and will do nothing to impair the rights of the Secured Party in, to and under the Rochdale SUBI Certificate.
(q) The Pledgor will at all times cause the Security Interest granted pursuant to this Agreement to constitute a valid perfected first priority security interest in the Rochdale SUBI Certificate, enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Rochdale SUBI Certificate from the Pledgor. The Pledgor agrees that, from time to time upon the written request of the Secured Party, the Pledgor will execute and deliver such further documents and diligently perform such other acts and things in any jurisdiction as the Secured Party may reasonably request in order to (a) grant more effectively a security interest in favor of the Security Trustee;
Secured Party in all or any portion of the Rochdale SUBI Certificate, (b) as manager and sole member of the Companymaintain, it will not cause the Company to issue any further limited liability company interests of any class or description or other securities in addition to or in substitution for the Membership Interest in existence on the Closing Date; it will hold in trust and will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, all property (other than Excluded Payments, any supplemental rent, maintenance reserves or security deposits payable under the relevant Lease and other property explicitly permitted to be received and retained by the Company under the Credit Agreement and the other Loan Operative Documents) or additional limited liability company interest of any class or description or other securities of the Company;
(c) at any time and from time to time, at no expense to the Security Trustee, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessarypreserve, or that perfect the Security Trustee may reasonably request, in order to perfect security interest and protect any Lien granted created or purported to be created by this Agreement and the first priority status of such security interest and Lien, (c) preserve and defend against any Person the Pledgor’s title to the Rochdale SUBI Certificate and the rights purported to be granted hereby or to therein by this Agreement, (d) enable the Security Trustee Secured Party to exercise and enforce its rights and remedies hereunder;
, (de) notify the Secured Party as manager and sole member soon as it has knowledge or reasonable belief that the value of the CompanyRochdale SUBI Certificate has been or may be materially impaired, it shall not authorize or, (f) at all times act in good faith and in a lawful manner with respect to the extent within its power or control, consent to the appointment of a receiver, trustee or liquidator of the Company or of a substantial part of the Company’s property, or admit in writing submitted in connection with judicial or other similar procedures the Company’s inability to pay its debts generally as they come due, or make a general assignment Rochdale SUBI Certificate for the benefit of creditors or permit any creditor to exercise a contractual right to assume the operations or financial management of the Company;
(e) as manager Secured Party and sole member of the Company, it shall not authorize the Company to file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceedings, or authorize the Company by voluntary petition, answer or consent to or seek relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an agreement, composition, extension or adjustment with the Company’s creditors or otherwise for the relief of distressed debtors;
(f) it shall not commence or join with any other Person in commencing any case, proceeding or action described in the preceding paragraph or seek an order, judgment or decree appointing a receiver, trustee or liquidator of the Company of all or substantial part of its property, or sequestrating of all or any substantial part of the property of the Company or otherwise file a petition against the Company in a proceeding under any bankruptcy, insolvency or other similar laws as now or hereafter in effect;
(g) as manager and sole member carry out more effectively the purposes of the Companythis Agreement, it shall not authorize the Company to incur any indebtedness other than as provided in the Operative Documents;
(h) as manager and sole member of the Company, it shall not authorize the Company to engage in any business other than as contemplated by the Operative Documents;
including (i) it shall not, unless (i) it has given at least 20 days’ prior written notice to such effect executing one or more financing statements pursuant to the Security Trustee and Code naming the Secured Party as secured party, (ii) all action reasonably necessary to protect and perfect the Lien granted or purported to be granted hereby executing any control agreements with respect to Rochdale SUBI Certificate, in each case naming the Pledged CollateralSecured Party as secured party, shall have been taken, either (Aiii) change its name, identity or structure or reorganize or (B) reincorporate executing such other filings required under the laws of another jurisdiction;
all jurisdictions necessary or reasonably deemed appropriate in the judgment of the Secured Party to perfect or evidence the Secured Party’s first priority security interest in and Lien on the Rochdale SUBI Certificate, and (jiv) if it receives distributions from the Company causing any third party holding Rochdale SUBI Certificate to acknowledge in a signed writing that were made with funds that the Company was not entitled to receive under the Security Agreement such third party holds such Rochdale SUBI Certificate solely on behalf of, and the other Loan Operative Documents, it shall hold such funds in trust for the Security Trustee and promptly deposit sole benefit of, the Secured Party. In the event the Pledgor’s compliance with this Section 8(q) requires any action by the Pledgor not required, or deemed advisable by the Secured Party based on the advice of counsel, under Applicable Law, the Secured Party shall be responsible for all reasonable costs (including the Pledgor’s legal fees) associated with such funds in the applicable Collateral Account on behalf of the Company;
(k) it shall defend the Security Trustee’s right, title and Lien in and to the Pledged Collateral against the claims and demands of all Persons; and
(l) it will not amend, repeal or modify the LLC Agreement of the Company without the prior written consent of the Security Trustee (not to be unreasonably withheld, delayed or conditioned).action
Appears in 1 contract
Sources: Subi Certificate Pledge Agreement (Rochdale Structured Claims Fixed Income Fund LLC)