Consent to Pledge and Foreclosure Sample Clauses

Consent to Pledge and Foreclosure. Notwithstanding anything in this Agreement to the contrary, including the provisions of Article VIII, the parties to this Agreement hereby consent to (a) the pledge by Glenayre Electronics, Inc. of its Interest in the Company (the “Pledged Interest”) pursuant to that certain Parent Pledge Agreement dated as of May 31, 2005 (as amended, supplemented or otherwise modified from time to time, the “Parent Pledge”) by Glenayre Electronics, Inc. in favor of Wachovia Bank, National Association, as administrative agent (the “Agent”), in connection with the Credit Agreement, as it may be amended, 38 supplemented or otherwise modified from time to time, (b) any foreclosure by the Agent in connection with such pledge, (c) any sale of the Pledged Interest to any third party in accordance with the Parent Pledge and/or (d) the admission of the Agent or any such purchaser of the Pledged Interest as a Substituted Member with respect to the Pledged Interest. EXECUTION PAGE TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ENTERTAINMENT DISTRIBUTION COMPANY, LLC A DELAWARE LIMITED LIABILITY COMPANY IN WITNESS WHEREOF, the Members and the Company have entered into this Agreement effective as of the date first above written. ENTERTAINMENT DISTRIBUTION COMPANY, LLC By: /s/ TXXXXX XXXXXXXXX Name: Txxxxx Xxxxxxxxx Title: Executive Vice President and Chief Operating Officer MEMBERS: GLENAYRE ELECTRONICS, INC. By: /s/ KXXXXXXXXX XXXX Name: Kxxxxxxxxx Xxxx Title: Chief Acquisitions Officer UMG MANUFACTURING & LOGISTICS, INC. By: /s/ MXXXXXX XXXXXXX Name: Mxxxxxx Xxxxxxx Title: Executive Vice President MXXXXX XXXXXX & CO. INC. By: /s/ M X XXXXXXXXX Name: M X Xxxxxxxxx Title: Chief Financial Officer /s/ JXXXX XXXXXXX Jxxxx Xxxxxxx [Signature Page to LLC Agereement of Entertanment Distribution Company, LLC] /s/ TXXXXX XXXXXXXXX Txxxxx Xxxxxxxxx [Signature Page to LLC Agereement of Entertanment Distribution Company, LLC] SCHEDULE 1A TO THE LIMITED LIABILITY COMPANY AGREEMENT OF ENTERTAINMENT DISTRIBUTION COMPANY, LLC A DELAWARE LIMITED LIABILITY COMPANY UNIT HOLDERS’ INFORMATION AS OF MAY 31, 2005 Percentage Capital Interests (aka Unit Holders’ Names Contributions Class A Units Class B Units Pro Rata) Glenayre Electronics, Inc. $ 35,000,000 35,000 — 100.00 % Jxxxx Xxxxxxx $ — 0 — 0.00 % Txxxxx Xxxxxxxxx $ — 0 — 0.00 % TOTALS $ 35,000,000 35,000 — 100.00 % Notes:
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Related to Consent to Pledge and Foreclosure

  • Failure to Pledge Collateral In the event that the applicable Fund shall fail: (a) to pay, on behalf of the applicable Portfolio, the Overdraft Obligation described in such Written Notice; (b) to deliver to the Custodian a Pledge Certificate pursuant to Section 2; or (c) to identify substitute securities pursuant to Section 6 upon the sale or maturity of any securities identified as Collateral, the Custodian may, by Written Notice to the applicable Fund specify Collateral which shall secure the applicable Overdraft Obligation. Such Fund, on behalf of any applicable Portfolio, hereby pledges, assigns and grants to the Custodian a first priority security interest in any and all Collateral specified in such Written Notice; provided that such pledge, assignment and grant of security shall be deemed to be effective only upon receipt by the applicable Fund of such Written Notice.

  • Waivers by Pledgor Pledgor waives any right to require Pledgee to:

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

  • Pledge and Grant of Security Interest To secure the prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Agent, for the benefit of the Lenders, and grants to the Agent, for the benefit of the Lenders, a continuing security interest in any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Pledged Collateral"):

  • Real Property Collateral; Judicial Reference Notwithstanding anything herein to the contrary, no dispute shall be submitted to arbitration if the dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to them by virtue of the single action rule statute of California, thereby agreeing that all indebtedness and obligations of the parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. If any such dispute is not submitted to arbitration, the dispute shall be referred to a referee in accordance with California Code of Civil Procedure Section 638 et seq., and this general reference agreement is intended to be specifically enforceable in accordance with said Section 638. A referee with the qualifications required herein for arbitrators shall be selected pursuant to the AAA’s selection procedures. Judgment upon the decision rendered by a referee shall be entered in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645.

  • Prior Assignments; Pledges Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

  • Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).

  • Pledge and Security Interest Each Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Notes, the following (collectively, the “Pledged Collateral”):

  • RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and conditions of the IP Agreement and acknowledges, confirms and agrees that the IP Agreement contains an accurate and complete listing of all Intellectual Property.

  • of the Pledge Agreement Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Register.

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