Additional Covenants of Pledgor. 6.1. Pledgor covenants and agrees to defend the right, title and security interest of Lender in and to the Pledged Securities and the proceeds thereof, and to maintain and preserve the lien and security interest provided for by this Agreement against the claim and demands of all Persons, so long as this Agreement shall remain in effect.
6.2. Except as expressly permitted by the Credit Agreement, Pledgor covenants and agrees not to sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement and any security agreement securing only Lender.
6.3. Pledgor covenants and agrees (a) to cooperate, in good faith, with Lender and to do or cause to be done all such other acts as may be necessary to enforce the rights of Lender under this Agreement, (b) not to take any action, or to fail to take any action that would be adverse to the interest of Lender in the Collateral and hereunder, and (c) to make any sale or sales of any portion or all of the Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales at Pledgor's expense.
Additional Covenants of Pledgor. The Pledgor agrees as follows:
(a) The Pledgor shall fully and duly fulfill each and all of its obligations under this Agreement and shall take all other reasonable actions necessary to protect the existence, maintenance and exercise of the rights of the Secured Parties hereunder, including, but not limited to: (i) complying with any obligations imposed under the applicable Laws and regulations and other rules related, and/or in any other way linked, to the Collateral, the breach of which could have a material adverse effect on the rights of the Sellers under this Agreement, and (ii) immediately lifting any kind of injunctions and attachments on the Collateral which may affect the rights of the Sellers under this Agreement;
(b) The Pledgor shall take and adopt, promptly and diligently, all reasonable measures that the Sellers may request (including, but not limited to, the commencement of claims, actions, orders, measures, requests and demands) for the purpose of (i) protecting the title of the Pledgor to the Collateral, and (ii) preventing the Collateral from being affected in any way (but excluding any reduction in value or price) that may result in a significant adverse effect on the rights of the Sellers under this Agreement, provided that the Sellers, at their own cost and expense, shall be entitled to exercise and adopt by themselves the claims, actions, orders, measures, requests and demands that may be necessary if the Sellers determine that their rights, as they relate to the Collateral, are not adequately protected by the Collateral; and
(c) The Pledgor shall promptly notify the Sellers about the occurrence of any event or act which may adversely affect the enforceability of this Agreement so that the Sellers may adopt sufficiently in advance all the measures leading to adequate protection of its rights under and in accordance with the provisions of this Agreement, including any litigation, claim, notification or demand relating to the Collateral in this respect.
Additional Covenants of Pledgor. 6.1 Pledgor covenants and agrees to defend the right, title and security interest of the Collateral Agent and the Noteholders in and to the Pledged Securities and the proceeds thereof, and to maintain and preserve the lien and security interest provided for by this Agreement against the claim and demands of all Persons, so long as this Agreement shall remain in effect.
6.2 Subject to the terms of the Intercreditor Agreement and the Note Purchase Agreement, including, without limitation, Section 7.5.2 thereof, Pledgor covenants and agrees not to sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement and any security agreement securing only the Collateral Agent and the Noteholders.
6.3 Pledgor covenants and agrees (a) to cooperate, in good faith, with the Collateral Agent and the Noteholders and to do or cause to be done all such other acts as may be necessary to enforce the rights of the Collateral Agent and the Noteholders under this Agreement, (b) not to take any action, or to fail to take any action that would be adverse to the interest of the Collateral Agent and the Noteholders in the Collateral and hereunder, (c) to make any sale or sales of any portion or all of the Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales at Pledgor's expense, and (d) (i) after the occurrence of an Event of Default, if requested by the Collateral Agent, to deliver promptly upon such request to the Collateral Agent (i) a supplement hereto, duly executed by Pledgor, in substantially the form of Exhibit D hereto (each a "Pledge Agreement Supplement"), in respect of such additional Pledged Securities, and (ii) in any and all cases, either (a) with respect to any certificated securities, the certificates evidencing any additional Pledged Securities purchased or acquired by Pledgor after the date hereof, together with transfer powers thereto duly endorsed in blank, but only to the extent that the delivery...
Additional Covenants of Pledgor. Pledgor hereby further covenants to the Secured Party that so long as the Transition Agreement remains in effect:
(a) Pledgor will deliver to the Secured Party, from time to time upon request of the Secured Party, such stock powers and similar documents with respect to the Collateral, in form and substance satisfactory to the Secured Party; and
(b) Pledgor will not assign, sell or otherwise transfer, further pledge, hypothecate, otherwise encumber or dispose of all or any portion of the Pledged Securities.
Additional Covenants of Pledgor. Each Pledgor covenants and agrees with the Indenture Trustee that, from and after the date of this Agreement until the Obligations are paid and performed in full, or the Indenture is satisfied and discharged or defeased in accordance with its terms, such Pledgor shall use its best efforts in accordance with the Organizational Documents of the Corporations and LLCs to cause such Corporations and LLCs (in such entities’ individual capacity or in their capacity as the managing member of any LLC) to take the actions and achieve the objectives listed in this Agreement (and such Pledgor agrees that such Pledgor will not take any action, or refuse to grant any consents, which would interfere with or impede the ability of the Corporations or the LLCs to take such actions or achieve such objectives).
(a) [Reserved].
Additional Covenants of Pledgor. 7.1. Pledgor covenants and agrees to defend the right, title and security interest of Bank in and to the Pledged Securities and the proceeds thereof, and to maintain and preserve the lien and security interest provided for by this Agreement against the claim and demands of all Persons, so long as this Agreement shall remain in effect.
7.2. Pledgor covenants and agrees not to sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement and any security agreement securing only Bank; provided that Pledgor may agree to sell any of the Pledged Securities if such sale is expressly conditioned upon receipt of the consent to such sale from Bank.
Additional Covenants of Pledgor. Pledgor covenants and agrees with Mezzanine Lender that, from and after the date of this Agreement until the Mezzanine Loan Obligations are paid and performed in full, Pledgor shall use its best efforts in accordance with the respective Organizational Documents to cause the Corporations, the LLCs and the Partnerships (in such entities' individual capacity or in their capacity as the managing member of any LLC or general partner of any Partnership, as applicable) to take the actions and achieve the objectives listed in this Agreement (and Pledgor agrees that Pledgor will not take any action, or refuse to grant any consents, which would interfere with or impede the ability of the Corporations, the LLCs or the Partnerships to take such actions or achieve such objectives).
Additional Covenants of Pledgor. 6.1. Pledgor covenants and agrees to defend the right, title and security interest of Agent and the Lenders in and to the Pledged Securities and the proceeds thereof, and to maintain and preserve the lien and security interest provided for by this Agreement against the claim and demands of all Persons, so long as this Agreement shall remain in effect.
6.2. Pledgor covenants and agrees not to sell, assign, transfer, exchange or otherwise dispose of or grant any option with respect to, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement and any security agreement securing only Agent and the Lenders, except as permitted under the Credit Agreement.
6.3. Pledgor covenants and agrees (a) to cooperate, in good faith, with Agent and the Lenders and to do or cause to be done all such other acts as may be reasonably necessary to enforce the rights of Agent and the Lenders under this Agreement, (b) not to take any action, or to fail to take any action that would be materially adverse to the interest of Agent and the Lenders in the Collateral and hereunder, and (c) to make any sale or sales of any portion or all of the Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales at Pledgor’s expense.
6.4. Pledgor waives and agrees not to assert to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable California law limiting the ability of or exonerating guarantors or sureties, or which may conflict with the terms of this Agreement, including any rights and defenses which are or may become available to Pledgor by reason of California Civil Code §§2787 through 2855, 2899 and 3433. Notwithstanding anything contained in this Agreement, such waivers by Pledgor with respect to Sections 2847, 2848 and 2849 of the California Civil Code shall only be effective until all Obligations (other than inchoate indemnity obligations) have been paid in full. As provided below, this Agreement shall be governed by, and construed in accordance with, the laws ...
Additional Covenants of Pledgor. (a) Each Pledgor covenants and agrees to defend the right, title and security interest of the Secured Party in and to the Pledged Securities owned by such Pledgor and the proceeds thereof, and to maintain and preserve the lien and security interest provided for by this Agreement against the claim and demands of all Persons, so long as this Agreement remains in effect.
(b) Each Pledgor covenants and agrees not to sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities owned by such Pledgor, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement and any security agreement securing only the Secured Party.
(c) Each Pledgor covenants and agrees (i) to cooperate in good faith with the Secured Party and to do or cause to be done all such other acts as may be necessary to enforce the rights of the Secured Party under this Agreement, (ii) not to take any action, or to fail to take any action that would be adverse to the interest of the Secured Party in the Collateral and hereunder, and (iii) to make any sale or sales of any portion or all of the Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales at such Pledgor’s expense.
Additional Covenants of Pledgor. Until all of the Obligations are paid in full, Pledgor agrees that it will:
(a) promptly cure any defects in the execution and delivery of this Agreement and all other instruments executed in connection with this transaction;
(b) execute and deliver or cause to be executed and delivered any other instruments or documents which the Lender may reasonably request;
(c) promptly notify the Lender of any Event of Default discovered by Pledgor; and
(d) indemnify and hold Lender, his successors, and assigns, harmless from and against any and all claims, losses, liabilities, damages, judgments, suits, and all legal proceedings, and all costs and expenses in connection therewith (including reasonable attorneys' fees) arising out of or in any manner connected with the manufacture, purchase, ownership, possession, use, or maintenance of any of the Collateral, including, without limitation, claims for injury to or death of persons or damage to property resulting from hazardous substances which are found at the locations where any of the Collateral is or will be installed, or which are produced as a result of or in connection with the operation of the Collateral.
