Covenants of Each Pledgor. Each Pledgor will at all times comply with the covenants and agreements contained in this Section 7 from the date hereof and for so long as any part of the Secured Obligations is outstanding: (a) Perform each and every covenant in the Transaction Documents applicable to such Pledgor; (b) At all times keep at least one complete and accurate set of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof; (c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Transaction Documents to be paid by any Issuer to such Pledgor; (d) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor; (e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms of this Agreement and as permitted by the Indenture, and (f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of Nevada.
Appears in 1 contract
Samples: Stock Pledge Agreement (GNLV Corp)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Loans, any Reimbursement Obligations, and for so long as all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any part stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Secured Obligations is outstanding:
(a) Perform each and every covenant Capital Stock of any Issuer, whether in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Collateral Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (including Proceedsprovided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, Capital Stock having more than 65% of the aggregate voting power of all series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) at its Chief Executive Office shall be paid over to the Administrative Agent to be held by it hereunder as set forth in Schedule B heretoadditional collateral security for the Obligations, and not change in case any distribution of capital shall be made on or in respect of the location Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of its Chief Executive Office the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such records without giving Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent at least thirty (30) days Administrative Agent, hold such money or property 22 in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written notice thereof;consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Credit Agreement)
(ci) To vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the extent it may lawfully do soright to purchase or exchange for any stock or other equity securities of any nature of any Issuer, use its best efforts (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to prevent exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Issuers from issuing Future Rights Pledged Securities or ProceedsProceeds thereof, or any interest therein, except for cash dividends the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and other distributionsshall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, if any, that are not prohibited by upon the terms written request of the Transaction Documents to be paid by any Issuer to Administrative Agent, and at the sole expense of such Pledgor;
(d) Upon receipt by , such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Day International Group Inc)
Covenants of Each Pledgor. 4.1 Each Pledgor will at all times comply with the hereby covenants and agreements contained in this Section 7 from the date hereof and for so long agrees as any part of the Secured Obligations is outstandingfollows:
(a) Perform each and every covenant in Except as permitted under the Transaction Documents applicable to Credit Agreement, such Pledgor;Pledgor will not amend, terminate, rescind, supplement or otherwise modify the Organizational Documents, or waive any rights thereunder.
(b) At all times keep at least one complete Pledgors will take no action, and accurate set of its records concerning all of will cause the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B heretoEntities to take no action, and not change which would cause the location exercise of its Chief Executive Office or such records without giving remedies by the Collateral Agent at least thirty (30) days prior written notice thereof;explicitly contemplated hereunder to violate, or to require that any filing, registration or other act be taken with respect to, any Securities Law.
(c) To Without the extent it prior written consent of the Collateral Agent, which consent may lawfully do sobe granted or withheld in the Collateral Agent’s sole and absolute discretion, use its best efforts to prevent the Issuers from issuing Future Rights or Proceedssuch Pledgor shall not, except for cash dividends and other distributions, if any, that are not prohibited as expressly provided herein or in the Credit Agreement (or as otherwise approved by the terms Collateral Agent or the Lenders in accordance with the Credit Agreement), either directly or indirectly mortgage, sell, give to a third party or otherwise dispose of, or hypothecate, pledge, create a security interest in or Lien upon, or otherwise encumber, give, or place in trust, any of the Transaction Documents to be paid Pledged Interests, or any other Collateral owned by any Issuer to such Pledgor;, until the Release Conditions have been satisfied in full (which undertaking, however, shall remain subject to the preferential payment provisions of Section 7.5(d) hereof).
(d) Upon receipt Except as permitted by the Credit Agreement, such Pledgor shall, at such Pledgor’s cost, maintain the portion of the Collateral owned by such Pledgor and shall defend, at such Pledgor’s cost, the Collateral Agent’s security interest in and to the Pledged Interests or any other Collateral as applicable, against all Persons and against all claims and demands whatsoever.
(e) Except as expressly provided in the Credit Agreement, without the prior written consent of the Collateral Agent, at no time shall any material noticePledgor cause or allow any Pledged Entity (nor, reportwithout limiting the foregoing, shall any Pledgor vote to enable, or take any other communication from action to permit, such Pledged Entity) to:
(i) make any Distribution under any of the Issuers Organizational Documents or otherwise, or purchase or redeem or obligate itself to purchase or redeem any Pledged Interests in violation of this Agreement or any Holder of the other Credit Documents; or
(ii) redeem or cancel any Pledged Interests or issue or authorize to be issued any additional Pledged Interests; or
(iii) breach any of the covenants or obligations relating to all (x) any Pledgor under this Agreement or (y) any Pledgor or the Pledged Entities under the Credit Agreement or any part other Credit Document.
(f) Upon the occurrence and during the continuation of an Event of Default, all Proceeds received by such Pledgor shall be promptly delivered to the Collateral Agent, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to the Collateral Agent, and pending such delivery, such Proceeds shall be held in trust for the Collateral Agent; and such Proceeds shall be applied to the obligations secured hereby in such order as the Collateral Agent shall elect in its sole discretion.
(g) Such Pledgor authorizes the Collateral Agent, at the expense of such Pledgor, at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements, with or without signature of such Pledgor, and containing such description of collateral, as deemed necessary or advisable by the Collateral Agent to perfect its security interest in the Collateral. Such Pledgor hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Agreement. Such Pledgor will sign and deliver any financing statements and other documents and information, and perform such other acts, as the Collateral Agent deems necessary or desirable from time to time to establish and maintain in favor of the Pledged Collateral Agent a valid and perfected security interest in the Collateral, deliver such noticefree of all other Liens, report or encumbrances, security interests and claims other communication than Qualified Permitted Liens. Such Pledgor shall also furnish to the Collateral Agent promptlyall certificates or other instruments and papers evidencing or constituting any of the Collateral, but together with appropriate endorsements and assignments and any information relating thereto, and shall do anything the Collateral Agent may reasonably deem necessary or desirable from time to time to establish a valid security interest in no event later than five (5) business days following and to further protect and perfect its interests in the receipt thereof by such Pledgor;Collateral.
(eh) To the extent it may lawfully do so, not permit any payable pursuant to Section 10.2 of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of Credit Agreement, such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered Pledgor upon demand shall pay to the Collateral Agent pursuant the amount of any and all expenses, including the reasonable fees and disbursements of counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder; or (iii) the failure by any Pledgor to perform or observe any of the terms of this Agreement and as permitted by the Indenture, andprovisions hereof.
(fi) The Pledged In no event shall any Pledgor do or authorize to be done, or omit to do or authorize the omission of, any act or thing, the doing or omission of which, would impair the validity, enforceability, perfection or priority (subject to Qualified Permitted Liens)of the security interests granted herein except with respect to Collateral that are “certificated securities” (as such term is defined under released in accordance with Section 9.8(a) of the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaCredit Agreement.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (General Growth Properties, Inc.)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof and for so long as any part of this Agreement until the Secured Obligations is outstanding:
(a) Perform each and every covenant in the Transaction Documents applicable earlier to such Pledgor;
(b) At all times keep at least one complete and accurate set occur of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Transaction Documents to be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of or amend Credit shall be outstanding and the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the CodeCommitments shall have terminated, or (ii) authorize as to any Pledgor the issuance of or issue certificates evidencing date upon which all the Capital Stock of such Issuer Pledgor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that is a general partnershipin no event shall there be pledged, limited partnership nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or limited liability company; unless any Foreign Subsidiary Holdco pursuant to this Agreement, in each case case, to the certificates extent that the Parent Borrower's Obligations are secured by such pledge). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of a Borrower in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be so issued representing securities governed held by Article 8 it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Code are pledged and Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to the terms Credit Agreement and the Indentures, or as permitted by the Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Relocation Management Systems Inc)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof and for so long as any part of this Agreement until the earlier to occur of the Secured Obligations is outstanding:
date upon which (ai) Perform each and every covenant in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B heretoLoans, any Reimbursement Obligations, and not change all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding and the location Commitments shall have terminated and (ii) all the Capital Stock of its Chief Executive Office such Pledgor shall have been sold or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by otherwise disposed of in accordance with the terms of the Transaction Documents Credit Agreement.
5.3.1 If such Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except as permitted by the Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor issue any stock or other equity securities of any material noticenature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, report(ii) sell, assign, transfer, exchange, or other communication from otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Issuers Pledged Securities or Proceeds thereof, or any Holder relating interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to all sell, assign or transfer any part of the Pledged CollateralSecurities or Proceeds thereof.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Us Office Products Co)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof and for so long as of this Agreement until the earlier to occur of (i) the Loans, any part of the Secured Obligations is outstanding:
(a) Perform each and every covenant in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B heretoReimbursement Obligations, and not change all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the location Commitments shall have terminated or (ii) as to any Pledgor, all the Capital Stock of its Chief Executive Office such Pledgor shall have been sold or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by otherwise disposed of as permitted under the terms of the Transaction Documents Credit Agreement:
5.3.1 If such Pledgor shall, as a result of its ownership of its Pledged Securities, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3 and provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or maker (except any liquidation or dissolution of any Subsidiary of the Primary Borrower in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except as permitted by the Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor issue any stock or other equity securities of any material noticenature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, report(ii) sell, assign, transfer, exchange, or other communication from otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Issuers Pledged Securities or Proceeds thereof, or any Holder relating interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to all or any part time, upon the written request of the Pledged CollateralAdministrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Loans, any Reimbursement Obligations, and for so long as all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any part stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Secured Obligations is outstanding:
(a) Perform each and every covenant Capital Stock of any Issuer, whether in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Collateral Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (including Proceedsprovided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) at its Chief Executive Office shall be paid over to the Administrative Agent to be held by it hereunder as set forth in Schedule B heretoadditional collateral security for the Obligations, and not change in case any distribution of capital shall be made on or in respect of the location 27 22 Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of its Chief Executive Office the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such records without giving Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent at least thirty (30) days Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written notice thereof;consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Senior Secured Credit Agreement)
(ci) To vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the extent it may lawfully do soright to purchase or exchange for any stock or other equity securities of any nature of any Issuer, use its best efforts (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to prevent exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Issuers from issuing Future Rights Pledged Securities or ProceedsProceeds thereof, or any interest therein, except for cash dividends the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and other distributionsshall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, if any, that are not prohibited by upon the terms written request of the Transaction Documents to be paid by any Issuer to Administrative Agent, and at the sole expense of such Pledgor;
(d) Upon receipt by , such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Ev International Inc)
Covenants of Each Pledgor. Each Pledgor will at all times comply with the covenants and agreements contained in this Section 7 from the date hereof and for so long as any part agrees with each ------------------------- of the Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Notes and all other Obligations then due and owing shall have been paid in full, or (ii) as to any Pledgor that is outstandinga Subsidiary of the Company, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other than to a Controlled Affiliate of the Company) as permitted under the terms of the Investment Agreement (and provided that such sale or other disposition complies with the terms of the Intercreditor Agreement, including but not limited to Section 7 thereof):
5.3.1 If such Pledgor shall, as a result of its ownership of its Pledged Securities, becomes entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Secured Parties in the exact form received, duly indorsed by such Pledgor to such Secured Party or nominee of the Secured Parties as any Secured Party may direct, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Secured Parties, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3) and provided -------- that:
(a) Perform each No such delivery to the Secured Parties shall be required to the extent such certificate, option or similar rights are required to be delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement and every covenant (y) such delivery of such certificate, option or similar right to the Administrative Agent shall not impair the security interest created therein hereunder or any of the rights or remedies of any Secured Party in the Transaction Documents applicable to such Pledgor;respect thereof or hereof, and
(b) At all times keep at least one complete and accurate set In no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of its records concerning all any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement. Any sums paid upon or in respect of the Pledged Collateral Securities upon the liquidation or dissolution of any Issuer or maker (including Proceedsexcept any liquidation or dissolution of any Subsidiary of the Company in accordance with the Investment Agreement) at its Chief Executive Office shall be paid over to the Secured Parties to be held by them hereunder as set forth in Schedule B heretoadditional collateral security for the Obligations, and not change in case any distribution of capital shall be made on or in respect of the location Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of its Chief Executive Office the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured Parties, be delivered to the Secured Parties to be held by them hereunder as additional collateral security for the Obligations; provided that no such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To paying over or -------- delivery shall be required to the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights such sums or Proceeds, except for cash dividends and other distributions, if any, that property are not prohibited by the terms of the Transaction Documents required to be paid by any Issuer over or delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement and (y) such Pledgor;
(d) Upon receipt by paying over of such Pledgor sums or delivery of any material notice, report, such property to the Administrative Agent as a result of compliance with the Credit Agreement Security Agreement shall not impair the security interest created therein hereunder or other communication from any of the Issuers rights or remedies of any Holder relating to all Secured Party in respect thereof or hereof. If any part sums of money or property so paid or distributed in respect of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof Securities shall be received by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of such Pledgor shall, until such money or amend the Constituent Documents of such Issuer that property is a general partnership, limited partnership paid or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent Secured Parties (or, if required pursuant to the terms of this the Credit Agreement and Security Agreement, the Administrative Agent), hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Secured Parties, such Pledgor will not (except as permitted by the Indenture, andInvestment Agreement)
(fi) The vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or the Credit Agreement Security Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral that are “certificated securities” as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Secured Parties, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as any Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor. Such Pledgor shall not allow any Person (as such term is defined other than the Administrative Agent to the extent required under the CodeCredit Documents) shall at all times to obtain, or take any action or omit to take any action the result of which would be in to allow any Person (other than the possession Administrative Agent to the extent required under the Credit Documents) to obtain, "possession" or "control" (each within the meaning of Xxxxx Fargo Bank, National Association in the State UCC) of Nevadaany Pledged Collateral.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Creditors that, from and after the date hereof of this Agreement, until the Loans, all LC Exposure, and all other Secured Obligations then due and owing shall have been paid in full, all Letters of Credit shall have expired, been cancelled or cash collateralized in accordance with Section 2.22(g) of the Credit Agreement and the Commitments (including, without limitation, the LC Commitment) shall have terminated: If such Pledgor shall, as a result of its ownership of its Pledged Equity Interests, become entitled to receive or shall receive any Certificated Security (including, without limitation, any Certificated Security representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Pledged Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any ownership interests of the Pledged Equity Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and promptly deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Pledgor to the Administrative Agent, if required, together with an undated transfer power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations (subject to Section 3 and provided that, pursuant to this Agreement, in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than sixty-five percent (65%) of the voting power of all classes of Capital Stock of (a) any Limited Subsidiary or (b) Xxxxxxx International Holdings, LLC (for so long as it is, and continues to be, a disregarded entity for federal income tax purposes and holds more than sixty-five percent (65%) of the voting power of all classes of Capital Stock of any part Limited Subsidiary, including Mandara Spa de Mexico, S. de X.X. de C.V. and Spa Servicios Administrativos, S. de X.X. de C.V.) entitled to vote. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Loan Party in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital (other than any distribution permitted by the Credit Agreement) shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed (other than any distribution permitted by the Credit Agreement) upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Equity Interests shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for Administrative Agent for the benefit of the Secured Obligations is outstanding:
(a) Perform each and every covenant in the Transaction Documents applicable to Creditors, segregated from other funds of such Pledgor;
, as additional collateral security for the Secured Obligations. Without the prior written consent of the Administrative Agent, such Pledgor will not (bexcept as expressly permitted by the Credit Agreement) At all times keep at least one complete and accurate set (A) amend or terminate any partnership agreement, limited partnership agreement, limited liability company agreement, operating agreement, limited liability partnership agreement, certificate of its records concerning all incorporation, by-laws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Investment Property or adversely affects the validity, perfection or priority of the Security Interests, (B) vote to enable, or take any other action to permit, any Issuer to issue Capital Stock of any nature or to issue any other securities convertible into, or granting the right to purchase or exchange for, any Capital Stock of any nature of any Issuer, (C) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Collateral or Proceeds thereof, or (D) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B heretoor Proceeds thereof, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceedsany interest therein, except for cash dividends and other distributionsthe Security Interests, if any, that are not prohibited Liens permitted by the terms Section 7.2 of the Transaction Documents to be paid Credit Agreement or Liens arising by operation of law. Such Pledgor shall comply with all of its obligations under any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material noticepartnership agreement, reportlimited partnership agreement, limited liability partnership agreement, limited liability company agreement or other communication from any of the Issuers or any Holder operating agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all or of its rights with respect to any part of the Pledged Collateral, Investment Property. Such Pledgor shall deliver such notice, report or other communication to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral Agent promptly(including, but in no event later than within five (5) business days following the Business Days of receipt thereof thereof, Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded pursuant to Section 3 above), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Pledgor;
's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. After the occurrence and during the continuation of an Event of Default, the Administrative Agent shall have the right, at any time, in its discretion and without notice to any Pledgor, (eA) To to transfer to or to register in its name or in the extent it may lawfully do soname of its nominees any Pledged Collateral and (B) to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. Except as expressly permitted by the Credit Agreement, such Grantor shall not permit any grant "control" (within the meaning of such term under Article 9-106 of the Issuers toUCC) over any Investment Property to any Person other than the Administrative Agent. If any amount in excess of $50,000 payable under or in connection with any Collateral owned by such Pledgor shall be or become evidenced by an Instrument, such Pledgor shall promptly deliver such Instrument to the Administrative Agent, duly executed in a manner reasonably satisfactory to the Administrative Agent, or, if consented to by the Administrative Agent, shall xxxx all such Instruments with the following legend: (i) authorize "This writing and the amendment obligations evidenced or secured hereby are subject to the security interest of SunTrust Bank, as Administrative Agent, and any purchase or amend other transfer of this interest is a violation of the Constituent Documents rights of SunTrust Bank, as Administrative Agent." Pledgor shall maintain the Security Interest in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 3 and shall defend such Security Interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Issuer that is a general partnershipPledgor, limited partnership such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or limited liability company to provide that preserving the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and of the rights and powers herein granted by such Pledgor. Pledgor consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Administrative Agent or its nominee after the occurrence and during the continuance of an Event of Default and to the substitution of the Administrative Agent or its nominee as permitted by a partner in any partnership or as a member in any limited liability company with all the Indenturerights and powers related thereto. Pledgor shall notify the Administrative Agent of any default under any Pledged Debt Instruments that could result in, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be either individually or in the possession aggregate, a Material Adverse Effect. Pledgor shall cause each Issuer of Xxxxx Fargo Bank, National Association in Pledged Equity Interests constituting uncertificated securities to execute and deliver to the State of NevadaAdministrative Agent an Uncertificated Securities Control Agreement.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Steiner Leisure LTD)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Loans, any Reimbursement Obligations, and for so long as all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any part stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Secured Obligations is outstanding:
(a) Perform each and every covenant Capital Stock of any Issuer, whether in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all addition to, in substitution of, as a conversion of, or in 17 17 exchange for, any shares of the Pledged Collateral Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (including Proceeds) at its Chief Executive Office provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). If any property shall be distributed upon or with respect to the Pledged Stock pursuant to the liquidation or dissolution of, or the recapitalization or reclassification of the capital of, any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as set forth additional collateral security for the Obligations. If any property so distributed in Schedule B heretorespect of the Pledged Stock shall be received by such Pledgor, and not change such Pledgor shall, until such property is delivered to the location Administrative Agent, hold such property in trust for the Secured Parties, segregated from other property of its Chief Executive Office or such records without giving Pledgor, as additional collateral security for the Collateral Agent at least thirty (30) days Obligations.
5.3.2 Without the prior written notice thereof;consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Credit Agreement)
(ci) To vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the extent it may lawfully do soright to purchase or exchange for any stock or other equity securities of any nature of any Issuer, use its best efforts (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock or Proceeds thereof or (iii) create, incur or permit to prevent exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Issuers from issuing Future Rights Pledged Stock or ProceedsProceeds thereof, or any interest therein, except for cash dividends the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and other distributionsshall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, if any, that are not prohibited by upon the terms written request of the Transaction Documents to be paid by any Issuer to Administrative Agent, and at the sole expense of such Pledgor;
(d) Upon receipt by , such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Global Decisions Group LLC)
Covenants of Each Pledgor. Each Pledgor will at all times comply with the covenants and agreements contained in this Section 7 from the date hereof and for so long as any part agrees with each of the Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Notes and all other Obligations then due and owing shall have been paid in full, or (ii) as to any Pledgor that is outstandinga Subsidiary of the Company, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other than to a Controlled Affiliate of the Company) as permitted under the terms of the Investment Agreement (and provided that such sale or other disposition complies with the terms of the Intercreditor Agreement, including but not limited to Section 7 thereof):
5.3.1 If such Pledgor shall, as a result of its ownership of its Pledged Securities, becomes entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Secured Parties in the exact form received, duly indorsed by such Pledgor to such Secured Party or nominee of the Secured Parties as any Secured Party may direct, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Secured Parties, subject to the terms hereof, as additional collateral security for the Obligations (subject to Section 3.3) and provided that:
(a) Perform each No such delivery to the Secured Parties shall be required to the extent such certificate, option or similar rights are required to be delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement or the Fund VI Secured Parties in accordance with the Fund VI Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement or, as the case may be, the Fund VI Secured Parties are acting as bailee for the Secured Parties and every covenant (y) such delivery of such certificate, option or similar right to the Administrative Agent or, as the case may be, the Fund VI Secured Parties shall not impair the security interest created therein hereunder or any of the rights or remedies of any Secured Party in the Transaction Documents applicable to such Pledgor;respect thereof or hereof, and
(b) At all times keep at least one complete and accurate set In no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of its records concerning all any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement. Any sums paid upon or in respect of the Pledged Collateral Securities upon the liquidation or dissolution of any Issuer or maker (including Proceedsexcept any liquidation or dissolution of any Subsidiary of the Company in accordance with the Investment Agreement) at its Chief Executive Office shall be paid over to the Secured Parties to be held by them hereunder as set forth in Schedule B heretoadditional collateral security for the Obligations, and not change in case any distribution of capital shall be made on or in respect of the location Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of its Chief Executive Office the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured Parties, be delivered to the Secured Parties to be held by them hereunder as additional collateral security for the Obligations; provided that no such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To paying over or delivery shall be required to the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights such sums or Proceeds, except for cash dividends and other distributions, if any, that property are not prohibited by the terms of the Transaction Documents required to be paid by any Issuer over or delivered to the Administrative Agent in accordance with the Credit Agreement Security Agreement or the Fund VI Secured Parties in accordance with the Fund VI Security Agreement, it being understood that (x) the Administrative Agent is acting as bailee for the Secured Parties pursuant to the Intercreditor Agreement or, as the case may be, the Fund VI Secured Parties are acting as bailee for the Secured Parties, (y) such Pledgor;
(d) Upon receipt by paying over of such Pledgor sums or delivery of any material noticesuch property to the Administrative Agent as a result of compliance with the Credit Agreement Security Agreement or, reportas the case may be, to the Fund VI Secured Parties as a result of compliance with the Fund VI Security Agreement shall not impair the security interest created therein hereunder or other communication from any of the Issuers rights or remedies of any Holder relating to all Secured Party in respect thereof or hereof. If any part sums of money or property so paid or distributed in respect of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof Securities shall be received by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of such Pledgor shall, until such money or amend the Constituent Documents of such Issuer that property is a general partnership, limited partnership paid or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent Secured Parties (or, if required pursuant to the terms of this the Credit Agreement and Security Agreement or the Fund VI Security Agreement, the Administrative Agent or, as the case may be, the Fund VI Secured Parties), hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Secured Parties, such Pledgor will not (except as permitted by the Indenture, andInvestment Agreement)
(fi) The vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement, the Fund VI Security Agreement or the Credit Agreement Security Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral that are “certificated securities” as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Secured Parties, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as any Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor. Such Pledgor shall not allow any Person (as such term is defined other than the Administrative Agent to the extent required under the CodeCredit Documents or the Fund VI Secured Parties to the extent required under the Fund VI Note Financing Documents) shall at all times to obtain, or take any action or omit to take any action the result of which would be in to allow any Person (other than the possession Administrative Agent to the extent required under the Credit Documents or the Fund VI Secured Parties to the extent required under the Fund VI Note Financing Documents) to obtain, "possession" or "control" (each within the meaning of Xxxxx Fargo Bank, National Association in the State UCC) of Nevadaany Pledged Collateral.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Loans, any Reimbursement Obligations, and for so long as all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any part stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Secured Obligations is outstanding:
(a) Perform each and every covenant Capital Stock of any Issuer, whether in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all addition to, in substitution of, as a conversion of, or in exchange 20 26 for, any shares of the Pledged Collateral Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (including Proceedsprovided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) at its Chief Executive Office shall be paid over to the Administrative Agent to be held by it hereunder as set forth in Schedule B heretoadditional collateral security for the Obligations, and not change in case any distribution of capital shall be made on or in respect of the location Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of its Chief Executive Office the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such records without giving Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent at least thirty (30) days Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written notice thereof;consent of the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Credit Agreement)
(ci) To vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the extent it may lawfully do soright to purchase or exchange for any stock or other equity securities of any nature of any Issuer, use its best efforts (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to prevent exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Issuers from issuing Future Rights Pledged Securities or ProceedsProceeds thereof, or any interest therein, except for cash dividends the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and other distributionsshall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, if any, that are not prohibited by upon the terms written request of the Transaction Documents to be paid by any Issuer to Administrative Agent, and at the sole expense of such Pledgor;
(d) Upon receipt by , such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, will promptly and duly execute and deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by further instruments and documents and take such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms of this Agreement and as permitted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of Nevada.further actions as
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Telex Communications Inc)
Covenants of Each Pledgor. Each Pledgor will at all times comply with the covenants and agreements contained in this Section 7 from the date hereof and for so long as any part of the Secured Obligations is outstandingshall:
(a) Perform each and every covenant in the Transaction Loan Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning substantially all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Transaction Documents Loan Agreement to be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Governing Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; , unless in each case case, the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent as permitted by the Loan Agreement and pursuant to the terms of this Agreement and as permitted by the Indenture, Agreement; and
(f) The Pledged Collateral that are “is in certificated securities” (as such term is defined under the Code) form shall at all times be in the possession of Xxxxx Fargo BankBank Nevada, National Association N.A., the Agent’s designee in the State of Nevada.
Appears in 1 contract
Samples: Stock Pledge Agreement (GNLV Corp)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Loans, any Reimbursement Obligations, and for so long as all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any part stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Secured Obligations is outstanding:
(a) Perform each and every covenant Capital Stock of any Issuer, whether in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Collateral (including Proceeds) at its Chief Executive Office Stock, or otherwise in respect thereof, such Pledgor shall accept the same as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms agent of the Transaction Documents Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to be paid by any Issuer to such Pledgor;
(d) Upon receipt the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any material notice, report, or other communication from any series of the Issuers outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or any Holder relating to all or any part in respect of the Pledged Collateral, deliver such notice, report Securities upon the liquidation or other communication dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Senior Secured Credit Agreement) shall be paid over to the Collateral Administrative Agent promptlyto be held by it hereunder as additional collateral security for the Obligations, but and in no event later than five (5) business days following case any distribution of capital shall be made on or in respect of the receipt thereof Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of such Pledgor shall, until such money or amend the Constituent Documents of such Issuer that property is a general partnership, limited partnership paid or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to the terms of this Agreement and as a transaction permitted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of Nevada.Senior Secured Credit Agreement)
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Co-Agents and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Senior Secured Notes and for so long as any part of the all Secured Obligations is outstandingthen due and owing shall have beep paid in full:
(a) Perform each and every covenant If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set Capital Stock of its records concerning all any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Collateral (including Proceeds) at its Chief Executive Office Stock, or otherwise in respect thereof, such Pledgor shall accept the same as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms agent of the Transaction Documents to be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material noticeCo-Agents and the other Secured Parties, report, or other communication from any of hold the Issuers or any Holder relating to all or any part of same in trust for the Pledged Collateral, Co-Agents and deliver such notice, report or other communication the same forthwith to the Collateral Agent promptlyAdministrative Agent, but in no event later than five (5) business days following as agent for the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent Secured Parties pursuant to the terms of the Intercreditor Agreement, or the Co-Agents, in the exact form received, duly indorsed by such Pledgor to the Administrative Agent or the Co- Agents, as the case may be, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent or the Co-Agents, as the case may be, so requests, signature guaranteed, to be held by the Administrative Agent or the Co-Agents, as the case may be, subject to the terms hereof (and of the Intercreditor Agreement, as applicable), as additional security for the Secured Obligations; provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Company in accordance with the Amended and Restated Note Purchase Agreement) shall be paid over to the Administrative Agent or the Co-Agents, as the case may be, to be held by it hereunder as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Co-Agents, be delivered to the Administrative Agent or the Co-Agents, as the case may be, to be held thereby hereunder as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is so paid or so delivered, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Secured Obligations.
(b) Without the prior written consent of the Administrative Agent or the Co-Agents, as the case may be, such Pledgor will not (except pursuant to a transaction permitted by the Amended and Restated Note Purchase Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except in connection with any Asset Sale permitted under the Amended and Restated Note Purchase Agreement) or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by the Senior Credit Documents or this Agreement or Liens arising by operation of Law.
(c) Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.10(d) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Co-Agents, and at the sole expense of such Pledgor, subject to the terms of the Intercreditor Agreement, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Co-Agents may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Telex Communications Inc)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Loans, any Reimbursement Obligations, and for so long as any part all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the Secured Obligations is outstandingCommitments shall have terminated:
(a) Perform each If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and every covenant the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the Transaction Documents applicable exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the 162 recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor;, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
(b) At all times keep at least one complete and accurate set Without the prior written consent of its records concerning all the Administrative Agent, such Pledgor will not (except pursuant to a transaction permitted by the Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B heretoSecurities or Proceeds thereof, and not change or any interest therein, except for the location security interests created by this Agreement or Liens arising by operation of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;law.
(c) To Such Pledgor shall maintain the extent it may lawfully do sosecurity interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, use its best efforts to prevent upon the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms written request of the Transaction Documents to be paid by any Issuer to Administrative Agent, and at the sole expense of such Pledgor;
(d) Upon receipt by , such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
Appears in 1 contract
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Co-Agents and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof of this Agreement until the Senior Secured Notes and for so long as any part of the all Secured Obligations is outstandingthen due and owing shall have beep paid in full:
(a) Perform each and every covenant If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set Capital Stock of its records concerning all any Issuer, whether m addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Collateral (including Proceeds) at its Chief Executive Office Stock, or otherwise in respect thereof, such Pledgor shall accept the same as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms agent of the Transaction Documents to be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material noticeCo-Agents and the other Secured Parties, report, or other communication from any of hold the Issuers or any Holder relating to all or any part of same in trust for the Pledged Collateral, Co-Agents and deliver such notice, report or other communication the same forthwith to the Collateral Agent promptlyAdministrative Agent, but in no event later than five (5) business days following as agent for the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent Secured Parties pursuant to the terms of the Intercreditor Agreement, or the Co-Agents, in the exact form received, duly indorsed by such Pledgor to the Administrative Agent or the Co-Agents, as the case may be, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent or the Co-Agents, as the case may be, so requests, signature guaranteed, to be held by the Administrative Agent or the Co-Agents, as the case may be, subject to the terms hereof (and of the Intercreditor Agreement, as applicable), as additional security for the Secured Obligations; provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary pursuant to this Agreement Agreement. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or Maker (except any liquidation or dissolution of any Subsidiary of the Company in accordance with the Note Purchase Agreement) shall be paid over to the Administrative Agent or the Co-Agents, as the case may be, to be held by it hereunder as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Co-Agents, be delivered to the Administrative Agent or the Co-Agents, as the case may be, to be held thereby hereunder as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is so paid or so delivered, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, is additional collateral security for the Secured Obligations.
(b) Without the prior written consent of the Administrative Agent or the Co-Agents, as the case may be, such Pledgor will not (except pursuant to a transaction permitted by the Indenture, andNote Purchase Agreement)
(fi) The Pledged Collateral that are “certificated securities” (as such term is defined under vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the Code) shall at all times be in the possession right to purchase or exchange for any stock or other equity securities of Xxxxx Fargo Bank, National Association in the State of Nevada.any
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Samples: Guarantee and Collateral Agreement (Telex Communications Inc)
Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees ------------------------- with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof and for so long as of this Agreement until the earlier to occur of (i) the Loans, any part of the Secured Obligations is outstanding:
(a) Perform each and every covenant in the Transaction Documents applicable to such Pledgor;
(b) At all times keep at least one complete and accurate set of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B heretoReimbursement Obligations, and not change all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding and the location Commitments shall have terminated or (ii) as to any Pledgor, all the Capital Stock of its Chief Executive Office such Pledgor shall have been sold or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by otherwise disposed of as permitted under the terms of the Transaction Documents Credit Agreement:
5.3.1 If such Pledgor shall, as a result of its ownership of its Pledged Securities, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, -------- nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary Holdco or other Foreign Subsidiary pursuant to this Agreement). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer or maker (except any liquidation or dissolution of any Subsidiary of the Borrower in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except as permitted by the Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor issue any stock or other equity securities of any material noticenature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, report(ii) sell, assign, transfer, exchange, or other communication from otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof or (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Issuers Pledged Securities or Proceeds thereof, or any Holder relating interest therein, except for the security interests created by this Agreement or Liens arising by operation of law.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor's Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.4 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to all or any part time, upon the written request of the Pledged CollateralAdministrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such notice, report further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or other communication to preserving the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment of or amend the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that the Stock of such Issuer is governed by Article 8 of the Code, or (ii) authorize the issuance of or issue certificates evidencing the Stock of such Issuer that is a general partnership, limited partnership or limited liability company; unless in each case the certificates to be so issued representing securities governed by Article 8 of the Code are pledged and delivered to the Collateral Agent pursuant to the terms full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
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Covenants of Each Pledgor. Each Pledgor will at all times comply covenants and agrees with the covenants Administrative Agent and agreements contained in this Section 7 the other Secured Parties that, from and after the date hereof and for so long as any part of this Agreement until the Secured Obligations is outstanding:
(a) Perform each and every covenant in the Transaction Documents applicable earlier to such Pledgor;
(b) At all times keep at least one complete and accurate set occur of its records concerning all of the Pledged Collateral (including Proceeds) at its Chief Executive Office as set forth in Schedule B hereto, and not change the location of its Chief Executive Office or such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Transaction Documents to be paid by any Issuer to such Pledgor;
(d) Upon receipt by such Pledgor of any material notice, report, or other communication from any of the Issuers or any Holder relating to all or any part of the Pledged Collateral, deliver such notice, report or other communication to the Collateral Agent promptly, but in no event later than five (5) business days following the receipt thereof by such Pledgor;
(e) To the extent it may lawfully do so, not permit any of the Issuers to: (i) authorize the amendment Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of or amend Credit (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Constituent Documents of such Issuer that is a general partnership, limited partnership or limited liability company to provide that Issuing Lender) shall be outstanding and the Stock of such Issuer is governed by Article 8 of the CodeCommitments shall have terminated, or (ii) authorize as to any Pledgor the issuance of or issue certificates evidencing date upon which all the Capital Stock of such Issuer Pledgor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement:
5.3.1 If such Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall, except as otherwise permitted by subsection 8.9(m) of the Credit Agreement, accept the same as the agent of the Administrative Agent and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that is a general partnershipin no event shall there be pledged, limited partnership nor shall any Pledgor be required to pledge, more than 65% of any series of the outstanding Capital Stock of any Foreign Subsidiary or limited liability company; unless any Foreign Subsidiary Holdco pursuant to this Agreement, in each case case, to the certificates extent that the Parent Borrower’s Obligations are secured by such pledge). Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of a Borrower in accordance with the Credit Agreement) shall be paid over to the Administrative Agent to be so issued representing securities governed held by Article 8 it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Code are pledged and Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations.
5.3.2 Without the prior written consent of the Administrative Agent, such Pledgor will not (except pursuant to the terms Credit Agreement, or as permitted by the Credit Agreement)
(i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.
5.3.3 Such Pledgor shall maintain the security interest created by this Agreement in such Pledgor’s Pledged Collateral as a perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and as permitted of the rights and powers herein granted by the Indenture, and
(f) The Pledged Collateral that are “certificated securities” (as such term is defined under the Code) shall at all times be in the possession of Xxxxx Fargo Bank, National Association in the State of NevadaPledgor.
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