Common use of AGREEMENTS OF PLEDGOR Clause in Contracts

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or the Company as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members of Pledgor or to set aside any funds for any such purpose; (c) Except for the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien or incur any indebtedness (directly or as a guarantor) or any Lien with respect to any assets now owned or hereafter acquired by Company, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the Notes, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor Pledgor, the Company or the Operating Company as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, to make any loans to members of Pledgor the Company or to set aside any funds for any such purpose; (c) Except for the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create or permit to exist any mortgage, pledge, title retention lien, or other Lien lien, encumbrance or security interest, or incur or permit to exist any indebtedness (directly or as a guarantor) or any Lien lien, encumbrance or security interest, with respect to any assets now owned or hereafter acquired by Company, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the NotesNote, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan AgreementCollateral; (e) Pledgor shall not consent to or authorize any action by Company with respect to amending, modifying or terminating the Restrictions (in whole or in part) without obtaining the prior written consent of Secured Party, it being agreed by Pledgor and Company that any such amendments, modification or termination without the prior consent of Secured Party shall be void and of no force or effect, nor shall Pledgor consent to or authorize any action by Company with respect to entering into any merger or consolidation with with, or sale of any portion of its assets to, any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company or Operating Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor Pledgor, the Company or the Operating Company as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, to make any loans to members of Pledgor the Company or to set aside any funds for any such purpose; (c) Except for as created hereby or by the Permitted IndebtednessOriginal Konover 2 Pledge Agreement, Pledgor shall not authorize or permit the Company to create or permit to exist any mortgage, pledge, title retention lien, or other Lien lien, encumbrance or security interest, or incur or permit to exist any indebtedness (directly or as a guarantor) or any Lien lien, encumbrance or security interest, with respect to any assets now owned or hereafter acquired by Company, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the NotesNote, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement or as otherwise may be required by Senior Lender in accordance with the terms of the Senior Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to amending, modifying or terminating the Restrictions (in whole or in part) without obtaining the prior written consent of Secured Party, it being agreed by Pledgor and Company that any such amendments, modification or termination without the prior consent of Secured Party shall be void and of no force or effect, nor shall Pledgor consent to or authorize any action by Company with respect to entering into any merger or consolidation with with, or sale of any portion of its assets to, any corporation or other person or party, or changing the character of its business, or adding any additional members to CompanyCompany except to the extent permitted by the Consent Letter; (f) Pledgor shall take any steps necessary to prevent Company or Operating Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or the Company as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members of Pledgor or to set aside any funds for any such purpose; (c) Except as created hereby or by the Original Pledge Agreement and except for the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien or incur any indebtedness (directly or as a guarantor) or any Lien with respect to any assets now owned or hereafter acquired by Company, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the NotesNote, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement or as otherwise may be required by Senior Lender in accordance with the terms of the Senior Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company;; provided, that, Pledgor and the Company shall be permitted to enter into a merger or consolidation with respect to the Assisted Living Investment so long as such transaction does not reduce the value of the Interests (as determined by Secured Party), and Pledgor and the Company shall be permitted to take any actions that are reasonably necessary to effect the foregoing transaction, including but not limited to, forming a direct or indirect subsidiary of Pledgor for purposes of holding the Assisted Living Investments (or any of them). (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or Company (to the Company extent available to Pledgor) as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members shareholders of Pledgor or to set aside any funds for any such purpose; (c) Except as created hereby or by the Original ARV Pledge Agreement, and except for the Permitted IndebtednessIndebtedness and the Original ARV Pledge Agreement, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien Lien, or incur any indebtedness (directly or as a guarantor) or any Lien Lien, with respect to any assets now owned or hereafter acquired by CompanyPledgor, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the NotesNote, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any as otherwise may be required by Senior Lender in accordance with the terms of the other Senior Loan DocumentsAgreement.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or Company (to the Company extent available to Pledgor) as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members shareholders of Pledgor or to set aside any funds for any such purpose; (c) Except for as created hereby and the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien Lien, or incur any indebtedness (directly or as a guarantor) or any Lien Lien, with respect to any assets now owned or hereafter acquired by CompanyPledgor, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the Notes, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or Company (to the Company extent available to Pledgor) as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members shareholders of Pledgor or to set aside any funds for any such purpose; (c) Except as created hereby or by the Original Pledge Agreement and except for the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien Lien, or incur any indebtedness (directly or as a guarantor) or any Lien with respect to any assets now owned or hereafter acquired by CompanyPledgor, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the NotesNote, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any as otherwise may be required by Senior Lender in accordance with the terms of the other Senior Loan DocumentsAgreement.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor Pledgor, the Company, the Payor or the Operating Company as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, to make any loans to members of Pledgor the Company or to set aside any funds for any such purpose; (c) Except for as created hereby or by the Permitted IndebtednessOriginal Konover Pledge Agreement, Pledgor shall not authorize or permit the Company to create or permit to exist any mortgage, pledge, title retention lien, or other Lien lien, encumbrance or security interest, or incur or permit to exist any indebtedness (directly or as a guarantor) or any Lien lien, encumbrance or security interest, with respect to any assets now owned or hereafter acquired by Company, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the NotesNote, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement or as otherwise may be required by Senior Lender in accordance with the terms of the Senior Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to amending, modifying or terminating the Restrictions (in whole or in part) without obtaining the prior written consent of Secured Party, it being agreed by Pledgor and Company that any such amendments, modification or termination without the prior consent of Secured Party shall be void and of no force or effect, nor shall Pledgor consent to or authorize any action by Company with respect to entering into any merger or consolidation with with, or sale of any portion of its assets to, any corporation or other person or party, or changing the character of its business, or adding any additional members to CompanyCompany except to the extent permitted by the Consent Letter; (f) Pledgor shall take any steps necessary to prevent Company, the Payor or Operating Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or Company (to the Company extent available to Pledgor) as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members shareholders of Pledgor or to set aside any funds for any such purpose; (c) Except for as created hereby and the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien Lien, or incur any indebtedness (directly or as a guarantor) or any Lien with respect to any assets now owned or hereafter acquired by CompanyPledgor, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the Notes, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.

AGREEMENTS OF PLEDGOR. Until the Indebtedness is paid and performed in full, Pledgor covenants and agrees with Secured Party as follows: (a) Pledgor shall furnish or cause to be furnished to Secured Party from time to time, at the request of Secured Party, such information concerning Pledgor or Company (to the Company extent available to Pledgor) as Secured Party may reasonably request; (b) Except for the Permitted Indebtedness, Pledgor shall not, as to itself, and shall not authorize or permit the Company to, make any loans to members shareholders of Pledgor or to set aside any funds for any such purpose; (c) Except for as created hereby and the Permitted Indebtedness, Pledgor shall not authorize or permit the Company to create any mortgage, pledge, title retention lien, or other Lien or incur any indebtedness (directly or as a guarantor) or any Lien Lien, with respect to any assets now owned or hereafter acquired by CompanyPledgor, or to take or fail to take any other action whatsoever, in contravention of Section 5 of this Agreement or otherwise inconsistent with the terms and provisions of the Notes, the Loan Agreement, this Agreement or any of the other Loan Documents; (d) Pledgor shall not, and shall not authorize or permit the Company to, in any manner further encumber, sell, transfer or convey, or permit to be further encumbered, sold, transferred or conveyed in any manner, the Collateral other than in compliance with Section 2.6(b) of the Loan Agreement; (e) Pledgor shall not consent to or authorize any action by Company with respect to entering into any merger or consolidation with any corporation or other person or party, or changing the character of its business, or adding any additional members to Company; (f) Pledgor shall take any steps necessary to prevent Company from doing any act or thing prohibited pursuant to this Section or which would otherwise be in contravention of any representation, warranty, term, covenant or provision set forth in the Loan Agreement or any of the other Loan Documents.