Affirmative Covenants of the Pledgor. The Pledgor covenants and agrees with the Secured Party that the Pledgor will:
Affirmative Covenants of the Pledgor. The Pledgor covenants and agrees to each and all of the following: (i) to promptly execute and deliver to the Secured Party all such other assignments, certificates, and supplemental writings, and to do all other acts or things, as the Secured Party may reasonably request in order more fully to evidence and perfect the security interest created herein; (ii) to promptly furnish the Secured Party with any information or writings that the Secured Party may reasonably request concerning the Collateral; (iii) to promptly notify the Secured Party of any change in any material fact or circumstances warranted or represented by the Pledgor in this Agreement or in any other writings furnished by the Pledgor to the Secured Party in connection with the Collateral; (iv) to promptly notify the Secured Party of any claim, action, or proceeding affecting title to the Collateral, or any part thereof, or the security interest herein, and at the request of the Secured Party, to appear in and defend, at the Pledgor's sole expense, any such action or proceeding; and (v) to promptly pay to the Secured Party the amount of all court costs and reasonable attorneys' fees incurred by the Secured Party in the enforcement of its rights hereunder; (vi) demand, notice, protest, notice of intent to accelerate, notice of acceleration and all demands and notices of any action taken by the Secured Party under this Security Agreement or in connection with the Note, except as otherwise provided in this Security Agreement, are hereby waived, and any indulgence of the Secured Party, substitution for, or exchange or release of, Collateral, in whole or in part, or addition or release of any person liable on the Collateral is hereby assented and consented to by the Pledgor; (vii) the Pledgor will not subject the Collateral to any lien or security interest, except in favor of the Secured Party, or assign any part or all of the Collateral to any party other than the Secured Party; and (ix) the Pledgor shall pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the Pledgor's failure to do so, the Secured Party, at its option, may pay any of them. Such payment shall become part of the indebtedness and obligations secured by this Security Agreement and shall be paid to the Secured Party by the Pledgor immediately and without demand, with interest thereon at the Default Rate (as such term is defined in the Note).
Affirmative Covenants of the Pledgor. Each of the Pledgors covenants and agrees with the Agent, for the benefit of each of the Secured Parties, and warrants that, until the later of the termination of all the Commitments or the payment in full in cash of each of the Obligations, the Pledgors will:
Affirmative Covenants of the Pledgor. The Pledgor hereby covenants and agrees that:
(a) on the date of, or on the Business Day immediately following the date of, execution and delivery of this Agreement by the Pledgor and the Pledgee, the Pledgor shall (i) submit to the Registrar a duly completed and executed pledge order substantially in the form attached hereto as Schedule 3 with respect to the Shares to register the Pledge in the Register and (ii) deliver to the Pledgee an extract from the Register evidencing registration of the Pledge;
(b) the Pledgor shall (i) be solely responsible for all matters relating to the Shares; (ii) from time to time take all actions, and make all filings, registration and recordation as may be required by applicable law or reasonably requested by the Pledgee in connection with the Pledgee's security interest in the Shares; (iii) promptly notify the Pledgee of the occurrence of any event which may, or may lead to, affect in adverse manner the Pledgee's security interest in the Shares; and (iv) defend at its own expense its ownership rights to the Shares against any and all claims of any third party; provided, however, that the Pledgor shall not be required to take insurance on the Shares;
(c) the Pledgor shall, at its own expense, do, make, execute and deliver any and all additional documents that the Pledgee may reasonably require to protect the Pledge and the Pledgee's rights over the Shares pursuant to this Agreement;
(d) in the event the Market Value of the Shares falls below One Hundred Twenty percent (120%) of the Purchase Price and the Market Value remains below One Hundred Twenty percent (120%) of the Purchase Price for a continuous period of ten (10) Trading Days, the Pledgor at the latest on the expiration of such ten (10) Trading Day period shall pledge or, as the case may be, shall cause any other person to pledge to the Pledgee, in accordance with the terms of this Agreement such number of additional ordinary 5 101 voting shares of the Company such that the total Market Value of the Shares pledged shall be not less than One Hundred Fifty percent (150%) of the Purchase Price; provided, however, that the Pledgor shall be relieved from its obligation set forth in the preceding sentence if, when and as long as the Market Value of the Shares has increased above One Hundred Twenty percent (120%) of the Purchase Price; and, provided, further, that if the Pledgor does not pledge additional ordinary voting shares of the Company as required hereby on the late...
Affirmative Covenants of the Pledgor. Each of the Pledgors ------------------------------------ covenants and agrees with the Agent, for the benefit of each of the Secured Parties, and warrants that, until the later of the termination of the Loan Agreement or the payment in full in cash of each of the Term Loan Notes and all other Lender Obligations are irrevocably and unconditionally satisfied in full, the Pledgors will:
Affirmative Covenants of the Pledgor. The Pledgor agrees that until the Obligations have been paid in full:
Affirmative Covenants of the Pledgor. The Pledgor covenants and agrees that he will:
(a) warrant and defend, at his own expense, the Pledgee's right, title and security interest in and to the Collateral against the claims of all persons;
(b) at any time and from time to time on and after the date of this Agreement, at his own expense, promptly execute and deliver all further instruments and documents (including, without limitation, financing statements), and take all further actions, that may be reasonably necessary or desirable, or that the Pledgee may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies with respect to the Collateral or any portion thereof; and
(c) promptly notify the Pledgee of any lien, security interest, encumbrance or claim made or threatened against the Collateral.
Affirmative Covenants of the Pledgor. The Pledgor hereby covenants and agrees that:
(a) on the date of execution and delivery of this Agreement, the Pledgor shall (i) submit to the Registrar a duly completed and executed pledge order substantially in the form attached hereto as Schedule 3 with respect to the Shares to register the Pledge in the Register and (ii) deliver to the Pledgee an extract from the Register evidencing registration of the Pledge;
(b) the Pledgor shall (i) be solely responsible for all matters relating to the Shares; (ii) from time to time take all actions, and make all filings, registration and recordation as may be required by applicable law or reasonably requested by the Pledgee in connection with the Pledgee's security interest in the Shares; (iii) promptly notify the Pledgee of the occurrence of any event which may, or may lead to, affect in adverse manner the Pledgee's security interest in the Shares; and (iv) defend at its own expense its ownership rights to the Shares against any and all claims of any third party; provided, however, that the Pledgor shall not be required to take insurance on the Shares;
(c) the Pledgor shall, at its own expense, do, make, execute and deliver any and all additional documents that the Pledgee may reasonably require to protect the Pledge and the Pledgee's rights over the Shares pursuant to this Agreement.
Affirmative Covenants of the Pledgor. The Pledgor covenants and agrees to each and all of the following: (i) to promptly execute and deliver to the Secured Party all such other assignments, certificates, and supplemental writings, and to do all other acts or things, as the Secured Party may reasonably request in order more fully to evidence and perfect the security interest created herein; (ii) to promptly furnish the Secured Party with any information or writings that the Secured Party may reasonably request concerning the Collateral; (iii) to promptly notify the Secured Party of any change in any material fact or circumstances warranted or represented by the Pledgor in this Agreement or in any other writings furnished by the Pledgor to the Secured Party in connection with the Collateral; (iv) to promptly notify the Secured Party of any claim, action, or proceeding affecting title to the Collateral, or any part thereof, or the security interest herein, and at the request of the Secured Party, to appear in and defend, at the Pledgor's sole expense, any such action or proceeding; and (v) to promptly pay to the Secured Party the amount of all court costs and reasonable attorneys' fees incurred by the Secured Party in the enforcement of its rights hereunder.
Affirmative Covenants of the Pledgor. Until the Final Payout Date, the Pledgor agrees that it will perform and observe its covenants and agreements set forth in this Section 5.
