Acknowledgment of Pledge a. HCPI and the Down REIT Sub hereby agree, acknowledge and approve, as being subject to, but complying with Section 11.3 of the LLC Agreement, (i) the grant by Pledgor to Lender of a security interest in the Collateral pursuant to the Loan, and (ii) subject to Section 7.a below, the Transfer, to Lender or other purchaser at foreclosure, of the Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each reference herein to foreclosure to include such a transfer) thereon by Lender under or pursuant to the Loan; provided, however, that such acknowledgement and approval of the Down REIT Sub is not, and shall not be construed to be, the consent to or approval of any other Transfer in the event Lender or other purchaser at foreclosure becomes the owner of any of the Pledged Units. HCPI agrees to note in its and the Down REIT Sub’s books and records that the Pledgor has granted to Lender a security interest in the Collateral and agrees that upon delivery to HCPI by Lender of the Certificates evidencing ownership of the Pledged Units, together with original unit powers duly executed by Pledgor in blank in the form attached hereto as Exhibit B, if requested by Lender, HCPI will register in its books and records, or the books and records of the Down REIT Sub, ownership of such Pledged Units in the name of Lender or its nominee. HCPI agrees that it will not register the Pledged Units (or any entitlement to any dividend, distribution or other proceeds thereof) into the name of any person other than Pledgor or recognize any person other than Pledgor as the owner of such Pledged Units, without the prior written consent of Lender.
b. HCPI and the Down REIT Sub agree that notwithstanding Section 11.3.D of the LLC Agreement, they will not require an opinion of counsel in order for the Down REIT Sub and HCPI to recognize the Pledgor’s pledge of the Pledged Units and the grant of a security interest to Lender in the Collateral.
c. HCPI and the Down REIT Sub hereby acknowledge receipt of copies of the Instructions to Register Security Interest attached hereto as Exhibit C (the “Instructions”) and the notice of Lender’s security interest contained therein and agree to comply with the terms of the Instructions.
d. HCPI and the Down REIT Sub hereby agree that by virtue of Lender holding a security interest in the Pledged Units (i) Lender does not and shall not become a Substituted Member under Section 11.4 of the LLC Agreement unless and until Lender foreclose...
Acknowledgment of Pledge. Debtor shall deliver to Secured Party, concurrently with the execution hereof, acknowledgment by each financial institution in which any Deposit Account is held or maintained that the pledge of such Deposit Account has been recorded in the books and records of the financial institution, and that Secured Party shall have dominion and control over such Deposit Account, such acknowledgment to be in form and substance satisfactory to Secured Party.
Acknowledgment of Pledge. The LLC hereby acknowledges that the Pledge is permitted in accordance with the provisions of Article X of the LLC Agreement and acknowledges the Pledge and Lender’s security interest in the Pledged Collateral and its rights with respect thereto described in the Loan Documents. Lender acknowledges that, in the event of a foreclosure not involving an immediate redemption of any Pledged Units foreclosed upon, Pledgor and Lender will need to comply with such provisions and Article XII of the LLC Agreement in order for Lender to acquire and hold Pledged Units and Pledged B Pubco Shares and become a Substituted Member or Additional Member under the LLC Agreement.
Acknowledgment of Pledge. Seller acknowledges that Purchaser will, pursuant to the Indenture, assign and pledge the Purchased Property and certain other property and rights to the Indenture Trustee for the benefit of the Secured Parties. Seller hereby consents to such assignment and pledge.
Acknowledgment of Pledge. Upon the execution and delivery of this Agreement, Pledgor shall cause Borrower to execute and deliver to Administrative Agent a letter in the form attached hereto as Exhibit C. Pledgor represents and warrants that the representations of Borrower in such letter are true and complete. Pledgor shall cause Borrower to comply with the covenants and warranties in such letter, and shall cause Borrower to comply with the requirements of the Loan Documents.
Acknowledgment of Pledge. The Indemnitor acknowledges that (i) in accordance with the terms and provisions of the NMLP Security Documents, NMLP has collaterally assigned to the Administrative Agent, on behalf of the Lenders, its right, title and interest in and to this Indemnity Agreement and (ii) upon the receipt of written notice from the Administrative Agent of the occurrence of an Event of Default, the Indemnitor shall pay any amounts due hereunder to NMLP, to the Administrative Agent or as may be otherwise directed by the Administrative Agent. Witness the execution and delivery hereof as an instrument deemed made under seal as of the 11th day of August, 2005. APOLLO REAL ESTATE INVESTMENT FUND III, L.P., A Delaware limited partnership By: Apollo Real Estate Advisors III, L.P., a Delaware limited partnership, its General Partner By: Apollo Real Estate Capital Advisors III, Inc., a Delaware corporation, its General Partner By: Name: Xxxxxx Xxxxxx Title: Vice President Witness the execution and delivery hereof as an instrument deemed made under seal as of the 11th day of August, 2005. XXXXXXX XX HOLDINGS LLC, A Delaware limited liability company By: Xxxxxxx Manager (NV) Corp., its Manager By: Name: Xxxx X. Xxxxxx Title: Vice President Witness the execution and delivery hereof as an instrument deemed made under seal as of the 11th day of August, 2005. XXXXXXX MLP CORP., A Delaware corporation By: Name: Xxxx X. Xxxxxx Title: Vice President Witness the execution and delivery hereof as an instrument deemed made under seal as of the 11th day of August, 2005. VORNADO REALTY L.P., A Delaware limited partnership By: Vornado Realty Trust, as its General Partner By: Name: Xxxxxx Xxxxxx Title: Executive Vice President – Finance And Administration, Chief Financial Officer Witness the execution and delivery hereof as an instrument deemed made under seal as of the 11th day of August, 2005. VORNADO XXXXXXX L.L.C., A Delaware limited liability company By: Vornado Realty L.P., as its Member By: Vornado Realty Trust, as its General Partner By: Name: Xxxxxx Xxxxxx Title: Executive Vice President – Finance And Administration, Chief Financial Officer Witness the execution and delivery hereof as an instrument deemed made under seal as of the 11th day of August, 2005. VNK L.L.C., A Delaware limited liability company By: Two Penn Plaza REIT, Inc., its sole member By: Name: Xxxxxx Xxxxxx Title: Vice President and Chief Financial Officer Witness the execution and delivery hereof as an instrument deemed ma...
Acknowledgment of Pledge. The Debtor shall deliver to Secured Party promptly after request thereof by Secured Party, one or more agreements providing the Secured Party with control (within the meaning of Section 9-207(c) of the UCC) over all Deposit Accounts, Commodities Accounts and Securities Accounts, such agreements to be in form and substance satisfactory to Secured Party.
Acknowledgment of Pledge. With respect to any Investment Property issued by a Grantor which at any time is owned by another Grantor or by Daisytek International Corporation and constitutes an uncertificated security as defined in the UCC, such issuing Grantor will comply with instructions originated by the Agent without further consent by the registered owner thereof. All shares of Capital Stock, which constitute a certificated security as defined in the UCC, issued by a Grantor at any time owned by another Grantor or by Daisytek International Corporation, and all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, such owning Person, shall be delivered to Agent, for the account of such owning Person, at the Agent's address specified in the Credit Agreement.
Acknowledgment of Pledge. The undersigned (the “Company”) acknowledges this Pledge Agreement, consents to the pledge of the Pledged Interests, and shall duly make a notation in its books and records that the Pledged Interests and all ownership and other interests in the Company now or hereafter owned by the Pledgor and all proceeds thereof (the "Collateral") have been pledged to the Agent and that the Agent has a first priority security interest therein.
Acknowledgment of Pledge. Upon the execution and delivery of this Agreement, Pledgor shall cause Issuer to execute and deliver to Lender a letter in the form attached hereto as Exhibit B. Pledgor shall cause Issuer to comply with its covenants and warranties in such letter.
