Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Stock Purchase Agreement remain outstanding:
(a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 8(b) and 8(c) as necessary to cause such requirement to be met.
(b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party or the Collateral Agent may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other documents as may be necessary or desirable in order to create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights and the rights of Secured Party hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be, or may attach, carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests.
(c) Pledgor shall warrant and defend its title to the Collateral, subject to the rights of the Collateral Agent and Secured Party, against the claims and demands of all persons. The Collateral Agent and Secured Party (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.
(d) Pledgor agrees that it shall not change (1) its name, identity or corporate structure in any manner or (2) its Location, unless in either case (A) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected or subject any Collateral to any other Lien.
(e) Pledgor agrees that it shall not (1) create or permit to exist any Lien (other than the Security Interests) or any Transfer Restriction (other than, on any date on or prior to the Notice Date, the Existing Transfer Restrictions) upon or with respect to the Collateral, (2) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (3...
Certain Covenants of Pledgor. 7 SECTION 5. Administration of the Collateral and Valuation of the Securities....................................................8 SECTION 6. Income and Voting Rights in Collateral.........................13 SECTION 7. Remedies upon Acceleration Events..............................14 SECTION 8. Miscellaneous..................................................17 SECTION 9.
Certain Covenants of Pledgor. Pledgor agrees that, so long as any of its obligations under the Contract remain outstanding:
Certain Covenants of Pledgor. Administration of the Collateral and Valuation of the Securities
Certain Covenants of Pledgor. 5 SECTION 8. Administration of the Collateral and Valuation of the Securities ........................................................................................5
Certain Covenants of Pledgor. Pledgor agrees that, so long as any of Pledgor's obligations under the Securities Contract remain outstanding:
(a) Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Sections 5(b) and 5(c) as necessary to cause such requirement to be met.
(b) Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable in order to (i) create, preserve, perfect, substantiate or validate any security interest granted pursuant hereto, (ii) create or maintain Control with respect to any such security interests in any investment property (as defined in Section 9-115 of the UCC) or (iii) enable Secured Party to exercise and enforce its rights hereunder with respect to such security interest. To the extent permitted by applicable law, Pledgor hereby authorizes Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that Secured Party in its sole discretion may deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests.
(c) Pledgor shall warrant and defend Pledgor's title to the Collateral, subject to the rights of Secured Party, against the claims and demands of all
Certain Covenants of Pledgor. Concurrently with the closing of the transaction governed by the Purchase and Sale Agreement, Pledgor shall do each of the following:
a) execute and deliver to Pledgee an Assignment of the Mortgage in the form attached hereto as Exhibit "A" (the "Assignment");
b) deliver to Pledgee the original of the Notes, endorsed in blank;
c) deliver to the Pledgee the original of the Ancillary Security Documents, endorsed in such form as may be reasonably required by the Pledgee in order to perfect its security interest in such Ancillary Security Documents and/or to facilitate the exercise by the Pledgee of its rights under this Agreement;
d) notify the maker/mortgagee under the Notes and the Mortgage (the "Obligor") in writing of this Agreement with instructions that all payments under or pursuant to the Note are to be made directly to Pledgee at Pledgee's address set forth in Section 9, below;
e) procure an ALTA lender's policy of title insurance with form 100 endorsement insuring Pledgor in the amount of the principal balance of the Notes that the Mortgage is a valid lien and charge on the Xxxxxx Property, subject only to title matters approved in writing by Pledgee (the "Title Policy) and deliver the original of such policy, together with an endorsement insuring Pledgee (such endorsement to be acquired at Pledgee's cost) that, by valid assignment, the mortgagee's interest in the Mortgage has been assigned to Pledgee; and
f) provide Pledgee with such other documentation and information as Pledgee may reasonably request.
Certain Covenants of Pledgor. (a) Pledgor will not create, permit or suffer to exist, and Pledgor will defend the Pledged Collateral against, and take such other action as is necessary to remove, any lien on the Pledged Collateral, and will defend the right, title and interest of Pledgee in and to any of Pledgor’s rights under the Pledged Collateral against the claims and demands of all persons whomsoever.
(b) Pledgor will advise Pledgee promptly upon obtaining actual knowledge thereof, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral.
(c) Until the Notes are paid in full, Pledgor shall not, and shall cause NSC and NSI not to, without the prior written consent of Pledgee:
(i) declare or pay any dividend, distribution or allocation of any of their cash or assets to any of their respective stockholders or to any other Person;
(ii) incur any additional debt, other than (A) debt (including capitalized lease obligations) incurred after the date hereof, in an aggregate principal amount outstanding at any one time not in excess of $250,000, solely for the purpose of financing all or any part of the acquisition cost of any equipment, and (B) trade payables in the ordinary course of business; or
(iii) make any change to their corporate existence and fail to observe corporate formalities in their dealings with each other.
Certain Covenants of Pledgor. 8 SECTION 6. ADMINISTRATION OF THE COLLATERAL AND VALUATION OF THE SECURITIES...........................................................10 SECTION 7.
