Covenants of Pledgor. Pledgor hereby covenants and agrees as follows: 4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto. 4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement. 4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void. 4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear. 4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder. 4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral. 4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto. 4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder. 4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 3 contracts
Samples: Pledge Agreement (Accesspoint Corp /Nv/), Pledge Agreement (Djokovich Tom M), Pledge Agreement (Accesspoint Corp /Nv/)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with Lender’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Lender may in good faith direct;
(c) To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral;
(d) To deliver and deposit with the Lender immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to execute and deliver to Lender one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Lender, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Lender as part of the Collateral.
(e) To deliver immediately to Lender any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Lender one or more Transfer Powers, which such Transfer Powers shall be held by Lender as part of the Collateral;
(f) To execute and deliver to Lender such financing statements as Lender may request with respect thereto.to the Ownership Interests, and to take such other steps as Lender may from time to time reasonably request to perfect Lender’s security interest in the Ownership Interests under applicable law;
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, (g) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein (or contract to do any part of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, except for Permitted Encumbrances (as defined in the NWP Agreement);
(h) After an Event of Default under the Financing Documents (including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxesthis Agreement), assessments, license fees and not to receive any dividend or distribution or other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablebenefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would in any event within three (3) days such case violate or be inconsistent with any of Pledgor's learning thereofthe terms and provisions of this Agreement, Pledgor shall, or any of the Financing Documents or that would materially impair the position or interest of Lender in the Collateral or dilute the Ownership Interests pledged to the extent Pledgor shall have actual knowledge, notify Holder of: Lender under this Agreement;
(i) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any attachment or other legal process levied against lien upon any of the Collateral; or , other than liens in favor of Lender and except for other Permitted Encumbrances (iias defined in the NWP Agreement);
(j) any event or other circumstance which could materially and adversely affect the value That Pledgor will, upon obtaining ownership of any Collateral (excluding market or quotation fluctuations in the price other Ownership Interests otherwise required to be pledged to Lender pursuant to any of the SharesFinancing Documents, which Ownership Interests are not already Pledged Interests, within ten (10) or Holder's rights or remedies with Business Days deliver to Lender a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect thereto.
4.8 At of any time and from time such additional Ownership Interests pursuant to time, upon demand by Holder, which Pledgor shall executepledge to Lender, deliverall of such additional Ownership Interests. Prior to the delivery thereof to Lender, acknowledgeall such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Lender;
(k) That Pledgor consents to the admission of Lender (and its assigns or designee) as a member, file and/or record partner or stockholder of Company upon Lender’s acquisition of any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.the Ownership Interests; and
Appears in 3 contracts
Samples: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with respect thereto.Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct;
4.2 (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;
(d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor shall notassigns, except as provided for in this Agreementblank, without Holder's prior written consentall Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Noteholder Representative as part of the Collateral;
(e) To take such steps as Noteholder Representative may be withheld from time to time reasonably request to perfect Noteholder Representative’s security interest in Holder's absolute discretion, the Ownership Interests under applicable law;
(f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents;
(g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or contract distribution or other benefit with respect to do such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder Representative;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral, other than Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Shares pursuant to exercise of Purchasers, or as permitted by the Option Agreement.Loan Documents;
4.3 Pledgor shall not, without Holder's prior written consent: (i) amendThat such Pledgor will, supplementupon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Noteholder Representative, terminate for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Encumbrances;
(j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or otherwise modify designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default;
(k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral Document; (ii) release, relinquish to be or waive any rightbecome a “security” within the meaning of, or grant to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any approval state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and
(l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral which regulated under State Cannabis Laws is inconsistent with pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or which could impair Holder's interests hereundernot prohibited) by the State Cannabis Laws. Any In the event that State Cannabis Laws prohibit, limit or restrict any such terminationpledge, modification, waiver, approval assignment or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting grant of a security interest in the Collateral, including without limitation actionsor if Regulatory Approval is required for a security interest in such Collateral to be valid, proceedings effective or enforceable, then each Pledgor shall appear, do and claims challenging Pledgor's title perform, or cause to the Collateral or the validity or priority of Holder's rights hereunderbe done and performed, all such further acts and things, and shall reimburse Holder on demand for execute and deliver all costs such applications, certificates, instruments and expensesdocuments, including reasonable attorneys' feesand in all cases shall cooperate fully with and assist Noteholder Representative in any process, incurred by Holder as the Regulatory Authority or applicable State Cannabis Laws may require in order to obtain Regulatory Approval of the security interests in favor of the Noteholder Representative in any such action Collateral. Whether or proceeding not State Cannabis Laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in which Holder any such Collateral otherwise subject to such State Cannabis Laws, if the Noteholder Representative determines (in its sole discretion) that the applicable state Regulatory Authority may appear.
4.5 Pledgor shall keep accurate and complete records with respect to grant approval, authorization or consent of the Noteholder Representative’s security interest the Collateral and prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, if required upon request by Holder from time Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to timeas promptly as possible after closing, promptly deliver reports to Holder with respect to obtain Regulatory Approval for the Collateral security interests of the Noteholder Representative in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral. If applicable State Cannabis Laws do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the Noteholder Representative determines (in its sole discretion) that the applicable state Regulatory Authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain Regulatory Approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicableprovisions hereof, and in each of the parties hereto hereby waives any event within three (3) days and all defenses it may have on the ground of Pledgor's learning thereof, Pledgor shall, lack of jurisdiction or competence of the court to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment grant such an injunction or other legal process levied against equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or encumbrance whatsoever upon any of the Collateral; , whether now owned or (ii) any event or hereafter acquired, other circumstance which could materially and adversely affect than the value of any Collateral (excluding market or quotation fluctuations Liens in the price favor of the Shares) or Holder's rights or remedies with respect theretoNoteholder Representative.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 3 contracts
Samples: Pledge Agreement (TILT Holdings Inc.), Junior Pledge Agreement (TILT Holdings Inc.), Pledge Agreement (TILT Holdings Inc.)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with Purchaser’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Purchaser may in good faith direct;
(c) To cause Issuer to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral;
(d) To deliver and deposit with the Purchaser immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to execute and deliver to Purchaser one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Purchaser, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Purchaser as part of the Collateral.
(e) To deliver immediately to Purchaser any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Purchaser one or more Transfer Powers, which such Transfer Powers shall be held by Purchaser as part of the Collateral;
(f) To execute and deliver to Purchaser such financing statements as Purchaser may request with respect thereto.to the Ownership Interests, and to take such other steps as Purchaser may from time to time reasonably request to perfect Purchaser’s security interest in the Ownership Interests under applicable law;
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, (g) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein (or contract to do any part of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, except for Permitted Encumbrances (as defined in the Note Purchase Agreement);
(h) After an Event of Default under the Financing Documents (including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxesthis Agreement), assessments, license fees and not to receive any dividend or distribution or other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablebenefit with respect to Issuer, and not to vote, consent, waive or ratify any action taken, that would in any event within three (3) days such case violate or be inconsistent with any of Pledgor's learning thereofthe terms and provisions of this Agreement, Pledgor shall, or any of the Financing Documents or that would materially impair the position or interest of Purchaser in the Collateral or dilute the Ownership Interests pledged to the extent Pledgor shall have actual knowledge, notify Holder of: Purchaser under this Agreement;
(i) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any attachment or other legal process levied against lien upon any of the Collateral; or , other than liens in favor of Purchaser, except for other Permitted Encumbrances (iias defined in the Note Purchase Agreement);
(j) any event or other circumstance which could materially and adversely affect the value That Pledgor will, upon obtaining ownership of any Collateral (excluding market or quotation fluctuations in the price other Ownership Interests otherwise required to be pledged to Purchaser, pursuant to any of the SharesFinancing Documents, which Ownership Interests are not already Pledged Interests, within ten (10) or Holder's rights or remedies with Business Days deliver to Purchaser a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect thereto.
4.8 At of any time and from time such additional Ownership Interests pursuant to time, upon demand by Holder, which Pledgor shall executepledge to Purchaser all of such additional Ownership Interests. Prior to the delivery thereof to Purchaser, deliverall such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Purchaser;
(k) That Pledgor consents to the admission of Purchaser (and its assigns or designee) as a member, acknowledge, file and/or record partner or stockholder of Issuer upon Purchaser’s acquisition of any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.the Ownership Interests; and
Appears in 3 contracts
Samples: Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.), Pledge Agreement (Twinlab Consolidated Holdings, Inc.)
Covenants of Pledgor. (a) Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consentgeneral: (i) amendto indemnify Mercator against all losses, supplementclaims, terminate demands, liabilities and expenses of every kind arising from the security interest in the Collateral and Proceeds granted herein, but excluding any such losses, claims, demands, liabilities and expenses as may be attributable solely to Mercator's gross negligence or otherwise modify any Collateral Documentwillful misconduct; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for pay all costs and expenses, including without limitation reasonable attorneys' fees, incurred by Holder Mercator in any the perfection and preservation of the Collateral or Mercator's interest therein and/or the realization, enforcement and exercise of Mercator's rights, powers and remedies hereunder; (iii) to permit Mercator to exercise its powers; and (iv) to execute and deliver such action or proceeding in which Holder may appeardocuments as Mercator reasonably deems necessary to create, perfect and continue the security interests contemplated hereby.
4.5 (b) Pledgor shall keep accurate and complete records agrees with respect regard to the Collateral and shallProceeds, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral unless Mercator agrees otherwise in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder ofwriting: (i) not to permit any attachment lien on the Collateral or other legal process levied against Proceeds, except in favor of Mercator; (ii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the CollateralCollateral or Proceeds or any interest therein; or (iiiii) to keep complete and accurate records regarding all Collateral and Proceeds, and to permit Mercator to inspect the same and make copies thereof at any event or other circumstance which could materially reasonable time; (iv) after the occurrence and adversely affect during the value continuance of any Collateral (excluding market or quotation fluctuations Event of Default, if requested by Mercator, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Mercator, and to immediately endorse as appropriate and deliver such Proceeds to Mercator daily in the price exact form in which they are received together with a collection report in form satisfactory to Mercator; (v) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (vi) after the occurrence and during the continuance of any Event of Default, in the Sharesevent Mercator elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Mercator in connection therewith, including without limitation expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be reasonably necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Holder's rights or remedies Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Mercator's interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Pledge Agreement.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 3 contracts
Samples: Pledge Agreement (Mediabus Networks Inc), Pledge Agreement (Mediabus Networks Inc), Pledge Agreement (Mediabus Networks Inc)
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees as followsto:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve 5.1 Preserve and protect the Collateral and Holder's interests with respect thereto.Collateral;
4.2 Pledgor shall not5.2 Not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except as provided for those approved in this Agreementadvance in writing by Pledgee;
5.3 Promptly pay and discharge before the same become delinquent all taxes, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral;
5.4 Not sell, transferencumber, encumber or otherwise dispose of or transfer any Collateral Collateral, or any right or interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: and agrees that it will (i) amendcause the Company not to issue any other voting stock in addition to or in substitution for the Collateral, supplementexcept to Pledgor, terminate or otherwise modify any Collateral Document; in connection with outstanding stock options or with the prior written consent of Pledgee and (ii) releasepledge hereunder, relinquish immediately upon Pledgor's acquisition (directly or waive indirectly) thereof, any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval and all additional shares of stock or other action taken without such prior consent shall, at Holder's option, be void.securities of the Company;
4.4 Pledgor shall5.5 Appear in and defend, at Pledgor's sole own expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging any action or proceeding which may affect Pledgor's title to or Pledgee's interest in the Collateral Collateral;
5.6 Procure or the validity or priority of Holder's rights hereunderexecute and deliver, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may request to effectuate the intent of this Pledge Agreement;
5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;
5.8 Keep separate, accurate and complete records of the Collateral and provide Pledgee with access thereto and to Pledgor's financial records, in each case with the terms right to make extracts therefrom;
5.9 Provide Pledgee with copies of all Collateral Documents, including, but not limited reports filed by the Company or Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to promptly paying all taxes, assessments, license fees and be filed;
5.10 Provide Pledgee with such other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, information pertaining to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and as Pledgee may reasonably request from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment ;
5.11 Maintain and preserve its corporate or other document or agreement legal existence and that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights majority-owned subsidiaries, including, without limitation, the Company, and remedies all rights, privileges, franchises and other authority necessary for the conduct of their respective businesses; and
5.12 Continue its operations in the same form and structure of business (i.e., corporate, partnership, individual) as currently conducted, and not merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person, without Pledgee's prior written consent; and
5.13 At all times comply with the covenants and agreements set forth hereinin the Guaranty.
Appears in 2 contracts
Samples: Pledge Agreement (3-D Geophysical Inc), Pledge Agreement (3-D Geophysical Inc)
Covenants of Pledgor. Pledgor Pledgors hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of agree (a) to do all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably acts that may be necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for to be used unlawfully or in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose violation of any Collateral provision of the Loan Documents, or any interest therein (applicable statute, regulation or contract to do ordinance or any policy of insurance covering the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral DocumentCollateral; (iic) releaseto pay promptly when due all taxes, relinquish assessments, charges, encumbrances and liens now or waive any right, hereafter imposed upon or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to affecting any Collateral; or (ivd) take to procure, execute and deliver from time to time any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such terminationendorsements, modificationassignments, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings financing statements and other claims affecting writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its security interest hereunder and the Collateral, including without limitation actions, proceedings priority thereof; (e) to appear in and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in defend any such action or proceeding which may affect their title to or Secured Party’s interest in which Holder may appear.
4.5 Pledgor shall the Collateral; (f) to keep accurate and complete records of the Collateral and to provide Secured Party with respect such records and such other reports and information relating to the Collateral and shall, if required by Holder as Secured Party may reasonably request from time to time; (g) not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured Party; (h) to account fully for and promptly deliver reports to Holder with respect to Secured Party, in the Collateral in form received, all documents, instruments and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documentsagreements, including, but not limited without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to promptly paying all taxes, assessments, license fees Secured Party; and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral; or (ii) any event or Collateral received, endorsed to Secured Party as appropriate, and until so delivered all proceeds shall be held by Pledgors in trust for Secured Party, separate from all other circumstance which could materially property of Pledgors and adversely affect identified as the value property of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoSecured Party.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 2 contracts
Samples: Pledge Agreement (William Harwell Lyon Separate Property Trust), Pledge Agreement (William Lyon Homes)
Covenants of Pledgor. Pledgor hereby covenants and agrees Until such time as followsall the Note Obligations have been satisfied in full or all payments required under the Note have been made, unless Pledgee otherwise consents in writing:
4.1 (a) Pledgor shall keep shall: (i) at the request of Pledgee, at any time and from time to time, execute and deliver to Pledgee all financing statements and other documents reasonably deemed necessary or advisable by Pledgee in order more fully to evidence and perfect the security interest in the Collateral; (ii) promptly furnish Pledgee with any information which Pledgee may reasonably request concerning the Collateral; (iii) allow Pledgee to inspect all records of Pledgor relating to the Collateral free and to make and take away copies of such records; (iv) do all liensacts which may be necessary to preserve, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holderthe value thereof and Pledgor's rights and interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Documenttherein; (iiv) releasepay all taxes, relinquish or waive any rightassessments, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting charges imposed on or relating to the Collateral, including without limitation actionsexcept such taxes, if any, as are being contested in good faith by appropriate proceedings and claims challenging Pledgor's title to by reason of such nonpayment and contest no material item or portion of the Collateral is in jeopardy of being attached or the validity or priority of Holder's rights hereunder, forfeited; and shall reimburse Holder on demand for (vi) pay all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Holder Pledgee in any such action or proceeding in which Holder may appear.
4.5 Pledgor connection with the enforcement of this Pledge Agreement, provided, however, that Pledgee shall keep accurate and complete records with respect have recourse only to the Collateral for collection of such costs and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holderexpenses.
4.6 (b) Pledgor shall diligently comply with all laws relating to the Collateralnot, and with the terms of all Collateral Documentswithout prior written consent, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment sell, assign, exchange, transfer, encumber, or other legal process levied against otherwise dispose of, or contract to sell, assign, exchange, transfer, encumber, or otherwise dispose of (collectively, "Transfer"), any of the Collateral; Collateral or any part thereof or any interest therein, or (ii) take any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.action
Appears in 1 contract
Samples: Loan Agreement (Cyberguard Corp)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shalldefend, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's its sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or and any part of the validity or priority Collateral;
(b) To cooperate fully with Agent's and Lenders' efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in good faith direct;
(c) To cause each Borrower to maintain proper books of Holder's rights hereunder, record and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding account in which Holder may appear.
4.5 Pledgor shall keep accurate full, true and complete records with respect correct entries are made of all dealings and transactions in relation to the Collateral and shallwhich reflect the lien of Agent on the Collateral;
(d) To deliver immediately to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, if required by Holder from time and to timeexecute and deliver to Agent, promptly deliver reports to Holder with respect to for the Collateral benefit of Lenders, one or more transfer powers, in form and substance reasonably content satisfactory to Holder.Agent, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (collectively, the "Transfer Powers") which Transfer Powers shall be held by Agent as part of the Collateral;
4.6 Pledgor shall diligently comply (e) To authorize Agent to file such financing statements as Agent may request with all laws relating respect to the Collateral, and with to take such other steps as Agent may from time to time reasonably request to perfect Agent's security interest in the terms Collateral under applicable law;
(f) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of all the Collateral Documents, including, or any part of the Collateral;
(g) After the occurrence of an Event of Default under the Loan Documents (including but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablethis Agreement), and in written notice thereof from Agent to Borrowers or Pledgor (except that during any event within three (3bankruptcy or insolvency proceeding affecting any Borrower or Pledgor, no notice shall be required) days of Pledgor's learning thereof, Pledgor shall, not to the extent Pledgor shall have actual knowledge, notify Holder of: (i) receive any attachment dividend or distribution or other legal process levied against benefit with respect to Borrowers, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the other Loan Documents or that would materially impair the position or interest of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent granted under this Agreement or the other Loan Documents;
(i) Not to amend, modify or terminate the Interest Rate Agreement without the prior written consent of Agent, which consent shall not be unreasonably withheld with respect to a proposed amendment or modification; and
(j) That Pledgor consents to the admission of Agent (and its assigns or (iidesignee) any event as a member or other circumstance which could materially and adversely affect the value stockholder of each Borrower, as applicable, upon Agent's acquisition of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoOwnership Interests.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Ownership Pledge, Assignment and Security Agreement (Omega Healthcare Investors Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsthat until all Secured Obligations have been indefeasibly paid in full:
4.1 (a) Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral. If any Pledged Collateral, or any part thereof, is sold, transferred or otherwise disposed of in violation of this Section 6, the security interest of the Trust shall keep continue in the Pledged Collateral free of all liensnotwithstanding such sale, encumbrances and transfer or other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documentsdisposition, and shall the Pledgor will deliver any proceeds thereof to the Trust to be held as Pledged Collateral hereunder;
(b) Pledgor will, at the Trust’s expense secured by the Pledged Collateral, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Trust from time to time may reasonably request in order to ensure to the Trust the benefits of the Liens in and to the Pledged Collateral, including the filing of any necessary UCC financing statements, which are reasonably may be filed by the Trust with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with the Trust, at the Trust’s expense secured by the Pledged Collateral, in obtaining all necessary approvals and making all necessary filings under federal, state, or local law in connection with such Liens or any sale or transfer of the Pledged Collateral;
(and/or reasonably required by Holderc) to Pledgor will maintain, preserve and protect defend the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Pledged Collateral and shall, if required by Holder from time the Lien of the Trust thereon against the claim of any other person; and
(d) Pledgor agrees to time, promptly deliver reports pay prior to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying delinquency all taxes, assessmentscharges, license fees assessments and other public and private charges levied or assessed claims against any the Pledged Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Settlement Agreement (Entrade Inc)
Covenants of Pledgor. (a) The Pledgor hereby covenants that, until the Repayment Date, it will not, without the prior written consent of the Agent and agrees as followsthe Banks:
4.1 Pledgor shall keep the Collateral free of all liens(i) Sell, encumbrances and other claims (excepting the Option Agreement)convey, shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral of the Pledged Assets (other than cash distributions permitted to be retained by the Pledgor pursuant to Section 2(d)) or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall notcreate, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any rightincur, or grant permit to exist any approval pledge, mortgage, lien, charge, encumbrance or consent, security interest whatsoever in or with respect to any Collateral Documentof the Pledged Assets or the proceeds thereof, other than that created hereby; or
(ii) Consent to or approve the issuance of any additional Capital Securities in the issuer of the Pledged Securities; or any Capital Securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such Capital Securities, or any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such Capital Securities, unless, in each case, such additional Capital Securities, convertible Capital Securities, warrants, options, rights or other commitments, are pledged to the Agent pursuant to this Agreement; or
(iii) enter into Change its name, identity or organizational structure in any new agreement with respect to manner that might make any Collateral; financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-402(7) of the UCC (iv) take or any other then applicable provision of the UCC) unless the Pledgor has given the Agent at least 90 days' prior written notice thereof or has delivered to the Agent acknowledgment copies of UCC-3 financing statements duly executed and duly filed in each jurisdiction in which UCC-l filings were required in order to perfect the security interest granted by this Pledge Agreement in the Pledged Assets and have taken all actions (or made arrangements to take such action substantially simultaneously with respect such change if it is impossible to any Collateral which take such action in advance) necessary or reasonably requested by the Agent to amend such financing statement or continuation statement so that it is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shallnot seriously misleading.
(b) The Pledgor warrants and will, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole its own expense, defend all actionsthe Agent's right, proceedings title, special property and other claims affecting the Collateral, including without limitation actions, proceedings security interest in and claims challenging Pledgor's title to the Collateral or Pledged Assets against the validity or priority claims of Holder's rights hereunderany person, and shall reimburse Holder on demand for all costs and expensesfirm, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment corporation or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoentity.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Credit Agreement and Pledge Agreement (Florida East Coast Industries Inc)
Covenants of Pledgor. (a) Pledgor agrees in general: (i) to pay Indebtedness secured hereby covenants when due; (ii) to indemnify Lender against all losses, claims, demands, liabilities and agrees expenses of every kind caused by property subject hereto other than as follows:
4.1 a result of the gross negligence or willful misconduct of Lender; (iii) to permit Lender to exercise its powers; (iv) to execute and deliver such documents as Lender reasonably deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Lender prior written notice thereof; (vi) not to change the places where Pledgor shall keep keeps any Collateral or Pledgor's records concerning the Collateral free and Proceeds without giving Lender prior written notice of the address to which Pledgor is moving same; and (vii) to cooperate with Lender in perfecting all security interests granted herein and in obtaining such agreements from third parties as Lender reasonably deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.
(b) Pledgor agrees with regard to the Collateral and Proceeds, unless Lender agrees otherwise in writing: (i) that Lender is authorized to file financing statements in the name of Pledgor to perfect Lender's security interest in Collateral and Proceeds; (ii) where applicable, to insure the Collateral and, if requested by Lender, with Lender named as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender; (iii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control thereof, and not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (iv) not to remove the Collateral from Pledgor's premises except in the ordinary course of Pledgor's business; (v) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (vi) not to permit any lien on the Collateral or Proceeds, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of Lender or as otherwise permitted pursuant to the Loan Agreement; (vii) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, except sales in the ordinary course of Pledgor's business; (viii) to permit Lender to inspect the Collateral at any time during normal business hours; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Lender to inspect the same and make copies thereof at any reasonable time; (x) if requested by Lender during the continuance of an Event of Default, to receive and use reasonable diligence to collect Collateral consisting of accounts and other rights to payment and Proceeds, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver such Collateral and Proceeds to Lender daily in the exact form in which they are received together with a collection report in form satisfactory to Lender; (xi) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (xii) to give only normal allowances and credits and to advise Lender thereof promptly in writing if they affect any rights to payment or Proceeds in any material respect; (xiii) from time to time, when requested by Lender, to prepare and deliver a schedule of all liensCollateral and Proceeds subject to this Agreement; (xiv) in the event Lender elects to receive payments of rights to payment or Proceeds hereunder, encumbrances to pay all reasonable expenses incurred by Lender in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; (xv) to provide any service and do any other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions acts which are reasonably may be necessary (and/or reasonably required by Holder) to maintain, preserve and protect the all Collateral and, as appropriate and Holder's interests applicable, to keep all Collateral in good and saleable condition, to deal with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form accordance with the standards and substance reasonably satisfactory practices adhered to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateralgenerally by users and manufacturers of like property, and to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (xvi) that Lender is authorized to file with the terms of all Collateral DocumentsUnited States Patent and Trademark Office (“PTO”) and the Copyright Office (and, includingin each case, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied any successor office or assessed against any Collateral.
4.7 As soon as practicable, and similar office in any event within three (3other country) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems such intellectual property short-form security agreements as may be necessary or advisable to createfor the purpose of perfecting, preserveconfirming, continue continuing, enforcing, protecting or perfect any providing notices of the security interest intended granted by the Pledgor, and naming the Pledgor as debtor and the Lender as secured party without the signature of the Pledgor and the Pledgor hereby appoints the Lender as the Pledgor’s attorney-in-fact to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed execute such intellectual property short-form security agreements on behalf of Holder and assigned to Holderthe Pledgor.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsshall:
4.1 (a) Pledgor shall will use all commercially reasonable efforts to defend the Collateral against all claims and demands of all Persons at any time claiming any interest therein; SECURITY AND PLEDGE AGREEMENT-Page-8 -----------------------------
(b) Pledgor will not sell or offer to sell or otherwise assign, transfer or dispose of the Pledged Collateral or any interest therein, without the prior written consent of Secured Party;
(c) Pledgor will keep the Collateral free from any adverse Lien, security interest or encumbrance except for Permitted Liens and such Liens as are set forth on Schedule D attached hereto;
(d) At all times keep at least one complete set of records concerning substantially all liensof the Collateral at its Chief Executive Office as set forth in Schedule C hereto, encumbrances and other claims not change the location of its Chief Executive Office or such records without giving Secured Party at least thirty (excepting 30) days' prior written notice thereof;
(e) Pledgor will promptly pay any and all taxes, assessments and governmental charges upon the Option Collateral prior to the date penalties are attached thereto, except in the case of Permitted Protests (as defined in the Loan Agreement);
(f) To the extent it may lawfully do so, use all reasonable efforts to prevent the Issuers from issuing Future Rights or Proceeds, provided however, that this provision shall diligently enforce Pledgornot apply to the Issuer's rights under all Collateral Documentsissuance of Future Rights or Proceeds as distributions for the payment of taxes, and shall take all actions which are reasonably necessary as permitted in the Loan Agreement;
(and/or reasonably required g) Upon receipt by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral material report, or any interest therein (or contract to do other material communication from any of the foregoing). Issuers or any Holder shall be deemed relating to have consented an adverse event or occurrence with regard to all or any transfer part of the Shares pursuant Pledged Collateral, deliver such notice, report or other communication to exercise Secured Party as soon as possible, but in no event later than five (5) Business Days following the receipt thereof by Pledgor; and
(h) Not change the state of the Option Agreement.
4.3 Pledgor shall not, its organization and not change its limited liability company name without Holder's providing Secured Party with thirty (30) days' prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be voidnotice.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Security and Pledge Agreement (Velocity Asset Management Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsthat until this Xxxxxxx Pledge Agreement is terminated in accordance with the terms hereof:
4.1 (i) Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretionnot transfer, sell, transfer, encumber or otherwise dispose of any Collateral of the Collateral, except in connection with a sale permitted under the provisions of the Credit Agreement providing for dispositions to third parties free of Liens or to the Borrower and/or one or more Subsidiaries of the Borrower, and shall not create, assume or suffer to exist any interest therein (Lien in or contract to do on any of the foregoing). Holder Collateral, except the Liens created hereunder, provided that Pledgor may transfer the Collateral to AT&T Corp. if prior to such transfer (1) such transferee executes and delivers to Agent such documents as Agent may request so that such transferee becomes bound by this Xxxxxxx Pledge Agreement as if an original signatory hereto and the transferred Collateral remains pledged to Agent and (2) such transferee has executed and delivered to the Company a confirmation that the Company shall be deemed entitled to have consented programming discounts that are at least as favorable to any transfer of the Shares pursuant to exercise of the Option AgreementCompany and its Subsidiaries as those offered through Xxxxxxx.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) releaseTo the extent permitted by applicable law, relinquish Pledgor hereby waives any rights which it otherwise may have under Section 9-112 of the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania.
(iii) Pledgor shall not change the location of its principal office or waive any rightits name referred to in Section 5.1 (i), or grant conduct business under any approval other name, without having first (a) given to Agent at least thirty (30) days' prior written notice of same and (b) executed, delivered and filed (and paid or consent, with respect cause to be paid by the Borrower or any Collateral Document; iiiSubsidiary of the Borrower all filing fees and taxes) enter into any new agreement with respect all such documents as may be necessary or advisable in the opinion of Agent to any Collateral; or continue to perfect and protect the Liens created hereby.
(iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate vote the stock and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to securities included in the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and a manner consistent with the terms covenants and agreements of all Collateral Pledgor, the Borrower and the Subsidiaries of the Borrower set forth in the Loan Documents, including, but not limited to promptly paying all taxeswithout limitation, assessments, license fees restricting the issuance of additional shares of stock of the Borrower and other public and private charges levied its Subsidiaries (or assessed against any Collateral.
4.7 As soon rights or options therefore) except such as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, is pledged to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any Agent pursuant to the terms of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoLoan Documents.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Stock Pledge Agreement (Lenfest Communications Inc)
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with respect thereto.Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct;
4.2 (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;
(d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor shall notassigns, except as provided for in this Agreementblank, without Holder's prior written consentall Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Noteholder Representative as part of the Collateral;
(e) To take such steps as Noteholder Representative may be withheld from time to time reasonably request to perfect Noteholder Representative’s security interest in Holder's absolute discretion, the Ownership Interests under applicable Law;
(f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents;
(g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or contract distribution or other benefit with respect to do such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder Representative;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral, other than Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Shares pursuant to exercise of Purchasers, or as permitted by the Option Agreement.Loan Documents;
4.3 Pledgor shall not, without Holder's prior written consent: (i) amendThat such Pledgor will, supplementupon obtaining ownership of any other Ownership Interests (except Ownership Interests in Immaterial Subsidiaries), terminate for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by Xxxxxxx and such Company, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Liens;
(j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or otherwise modify designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default;
(k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral Document; (ii) release, relinquish to be or waive any rightbecome a “security” within the meaning of, or grant to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any approval state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and
(l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral which regulated under state and/or local cannabis laws is inconsistent with pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or which could impair Holder's interests hereundernot prohibited) by state and/or local cannabis laws. Any In the event that state and/or local cannabis laws prohibit, limit or restrict any such terminationpledge, modification, waiver, approval assignment or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting grant of a security interest in the Collateral, including without limitation actionsor if regulatory approval is required for a security interest in such Collateral to be valid, proceedings effective or enforceable, then each Pledgor shall appear, do and claims challenging Pledgor's title perform, or cause to the Collateral or the validity or priority of Holder's rights hereunderbe done and performed, all such further acts and things, and shall reimburse Holder on demand for execute and deliver all costs such applications, certificates, instruments and expensesdocuments, including reasonable attorneys' feesand in all cases shall cooperate fully with and assist Noteholder Representative in any process, incurred by Holder as the regulatory authority or applicable state and/or local cannabis laws may require in order to obtain regulatory approval of the security interests in favor of the Noteholder Representative in any such action Collateral. Whether or proceeding not state and/or local cannabis laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in which Holder any such Collateral otherwise subject to such state and/or local cannabis laws, if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority may appear.
4.5 Pledgor shall keep accurate and complete records with respect to grant approval, authorization or consent of the Noteholder Representative’s security interest the Collateral and prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, if required upon request by Holder from time Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to timeas promptly as possible after closing, promptly deliver reports to Holder with respect to obtain regulatory approval for the Collateral security interests of the Noteholder Representative in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all the Collateral. If applicable state and/or local cannabis laws relating to do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain regulatory approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicableprovisions hereof, and in each of the parties hereto hereby waives any event within three (3) days and all defenses it may have on the ground of Pledgor's learning thereof, Pledgor shall, lack of jurisdiction or competence of the court to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment grant such an injunction or other legal process levied against equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or encumbrance whatsoever upon any of the Collateral; , whether now owned or (ii) any event or hereafter acquired, other circumstance which could materially and adversely affect than the value of any Collateral (excluding market or quotation fluctuations Liens in the price favor of the Shares) or Holder's rights or remedies with respect theretoNoteholder Representative.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. The Pledgor hereby covenants agrees: (a) to procure, -------------------- execute and agrees as follows:
4.1 Pledgor shall keep deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings necessary or appropriate to perfect, maintain and protect the Collateral free Agent's security interest hereunder and the priority thereof and to deliver promptly to the Collateral Agent all originals of all liens, encumbrances and Collateral or proceeds consisting of chattel paper or instruments; (b) not to surrender or lose possession of (other claims (excepting than to the Option Collateral Agent or as otherwise permitted by this Agreement), sell, encumber, or otherwise dispose of or transfer, any Collateral or right or interest therein other than as otherwise permitted under this Agreement; (c) to account fully for and promptly to deliver to the Collateral Agent, in the form received, all proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall diligently enforce request, and until so delivered all Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of the Pledgor and identified as being subject to the interest of the Collateral Agent; (d) not to move its chief executive office to a new location unless (i) the Required Secured Parties shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Secured Parties not less than 20 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that Pledgor's rights under with respect to the Collateral will not be adversely affected by such move; (e) to do, to the extent permitted by this Agreement, all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) acts to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose that an owner of any Collateral or any interest therein (or contract to do any assets of the foregoing). Holder shall be deemed same type as the Collateral would deem customarily necessary or desirable therefor; and (f) to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shallappear in and defend, at Holder's option, be void.
4.4 Pledgor shall, at the Pledgor's sole cost and expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding which may affect its title to or the Secured Parties' interest in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. The Pledgor hereby covenants agrees: (a) to procure, execute and agrees deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings deemed necessary or appropriate by the Agent to perfect, maintain and protect the Security Interest and the priority thereof and to deliver promptly to the Collateral Agent all originals of Collateral or proceeds consisting of chattel paper or instruments; (b) not to surrender or lose possession of (other than to the Collateral Agent), sell, encumber, or otherwise dispose of or transfer, any Collateral or right or interest therein other than the sale of Borrowing Base Servicing Rights as follows:
4.1 contemplated in Section 3 above; (c) at all times upon the request of the Required Banks during a Default, to account fully for and promptly to deliver to the Collateral Agent, in the form received, all Collateral or Proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall request, and until so delivered all Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of the Pledgor and identified as being subject to the interest of the Collateral Agent, provided that unless an Event of Default shall have occurred and be continuing, the Pledgor shall have no obligation to comply with the provisions of this sub-clause (c) with respect to the Collateral which is such by virtue of clause (c) of the definition of Collateral or with respect to the proceeds of the sale of Borrowing Base Servicing Rights so long as Section 1.05(c) of the Credit Agreement is complied with in connection with the sale or other disposition of the Borrowing Base Servicing Rights giving rise to such Proceeds; (d) at any reasonable time, upon demand by the Collateral Agent or any Bank, to exhibit and to allow inspection by the Collateral Agent or such Bank (or Persons designated by the Collateral Agent or such Bank) of the Collateral and the records concerning the Collateral (at no cost to the Pledgor unless there shall have occurred and be continuing a Default); (e) not to move its chief executive offices or any Collateral constituting goods to a new location unless (i) the Agent shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Collateral Agent not less than 45 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that the Secured Party's rights with respect to the Collateral will not be adversely affected by such move; (f) to keep the Collateral free of all liensinsured against loss, encumbrances damage, theft and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documentsrisks customarily covered by insurance, and shall take such other risks as the Agent may reasonably request; (g) to do all actions which are reasonably necessary (and/or reasonably required by Holder) acts to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except that a prudent owner of assets of the same type as provided for the Collateral would deem necessary or desirable therefor (including performing its obligations under Servicing Contracts); (h) not knowingly to use or permit any Collateral to be used unlawfully or in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose violation of any Collateral provision of this Agreement or any interest therein (Applicable Law or contract to do any policy of insurance covering the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: Collateral; (i) amendto pay (or require to be paid) prior to their becoming delinquent all taxes, supplementassessments, terminate insurance premiums or otherwise modify other charges, now or hereafter imposed upon or affecting any Collateral Documentother than taxes and assessments that are being contested in good faith by appropriate proceedings, as to which adequate reserves in conformance with Generally Accepted Accounting Principles have been established and which do not constitute Liens upon the Collateral; (iij) releaseto notify the Collateral Agent before any such change shall occur of any change in the Pledgor's name, relinquish identity or waive any rightstructure through merger, consolidation or grant any approval or consent, with respect otherwise; (k) to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shallappear in and defend, at Holder's option, be void.
4.4 Pledgor shall, at the Pledgor's sole cost and expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding which may affect its title to or the Secured Party's interest in which Holder may appear.
4.5 Pledgor shall the Collateral; (l) to keep accurate and complete records of the Collateral and to provide the Collateral Agent with respect such records and such reports and information relating to the Collateral and shall, if required by Holder as the Collateral Agent may reasonably request from time to time, promptly deliver reports ; (m) to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws laws, regulations and ordinances relating to the Collateralpossession, maintenance and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any control of the Collateral; or and (iin) any event or other circumstance which could materially and adversely affect upon the value of any Collateral (excluding market or quotation fluctuations in the price request of the Shares) or Holder's rights or remedies with respect theretoAgent, to use its best efforts as promptly as possible to obtain a GNMA Acknowledgement Agreement among the Pledgor, the Collateral Agent and GNMA.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Revolving/Term Security and Collateral Agency Agreement (Resource Bancshares Mortgage Group Inc)
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as followsshall:
4.1 Pledgor shall (a) Perform each and every covenant in the Indenture Documents applicable to such Pledgor;
(b) At all times keep at least one complete set of its records concerning substantially all of the Pledged Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documentsat its Chief Executive Office as set forth in Schedule B hereto, and shall take all actions which are reasonably necessary not change the location of its Chief Executive Office or such records without giving the Trustee at least fifteen (and/or reasonably required by Holder15) days prior written notice thereof;
(c) To the extent it may lawfully do so, use its best efforts to maintain, preserve and protect prevent the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall notEquity Issuers from issuing Future Rights or Proceeds, except as provided for in this Agreementcash dividends and any other distributions, without Holder's prior written consentif any, which may that are not prohibited by the terms of the Indenture to be withheld in Holder's absolute discretion, sell, transfer, encumber paid or otherwise dispose distributed by any Equity Issuer to such Pledgor and are made on a pro rata basis between Equity Interests constituting Pledged Interests and Equity Interests constituting Excluded Equity Interests;
(d) Upon receipt by such Pledgor of any Collateral material notice, report, or any interest therein (or contract to do other communication from any of the foregoing). Equity Issuers or any Holder shall be deemed relating to have consented to all or any transfer part of the Shares pursuant Pledged Collateral, deliver such notice, report or other communication to exercise of the Option Agreement.Trustee promptly, but in no event later than five (5) Business Days following the receipt thereof by such Pledgor; and
4.3 Pledgor shall not(e) Not permit any Equity Issuer that is a general partnership, without Holder's prior written consentlimited partnership or limited liability company to: (i) amendhave its Equity Interests dealt in or traded on securities exchanges or in securities markets, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish authorize the amendment of or waive any rightamend the organic documents of such Equity Issuer to provide that its Equity Interests are to be governed by Article 8 of the Uniform Commercial Code as adopted by the jurisdiction in which such Equity Issuer is formed, or grant any approval or consent, with respect to any Collateral Document; (iii) enter into any new agreement with respect to any Collateral; authorize the issuance of or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against issue certificates evidencing any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect Equity Interests of such Equity Issuer without the value of any Collateral (excluding market or quotation fluctuations in the price prior written consent of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended Trustee (such consent not to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holderunreasonably withheld).
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as followsshall:
4.1 Pledgor shall (a) Perform each and every covenant in the Loan Documents applicable to such Pledgor;
(b) At all times keep at least one complete set of its records concerning substantially all of the Collateral free at its Chief Executive Office as set forth in SCHEDULE B hereto, and not change the location of all lienssuch records without giving Secured Party at least thirty (30) days prior written notice thereof;
(c) To the extent it may lawfully do so, encumbrances use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for additional shares or securities or cash dividends and other claims (excepting distributions, if any, that are not prohibited by the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any terms of the foregoing). Holder Loan Agreement to be paid by any Issuer to such Pledgor; PROVIDED, HOWEVER, that immediately upon its acquisition (directly or indirectly) thereof, to the extent that such Future Rights or Proceeds constitute additional shares or securities, it shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate pledge such additional shares or otherwise modify any Collateral Document; securities hereunder and (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or promptly (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three Business Days) deliver to Secured Party a Pledge Amendment, duly executed by such Pledgor, in substantially the form of EXHIBIT 1 hereto (3) days a "Pledge Amendment"), in respect of Pledgor's learning thereofthe additional shares or securities, together with all certificates or other instruments representing or evidencing the same. Each Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: hereby (i) authorizes Secured Party to attach each Pledge Amendment to this Agreement, (ii) agrees that all capital stock and other equity securities listed on any attachment Pledge Amendment delivered to Secured Party shall for all purposes hereunder constitute Pledged Shares, and (iii) is deemed to have made, upon such delivery, the representations and warranties contained in SECTION 5 hereof with respect to such Pledged Collateral; and
(d) Upon receipt by such Pledgor of any material notice, report, or other legal process levied against communication from any of the Issuers or any Holder relating to all or any part of the Collateral; or (ii) any event , deliver such notice, report or other circumstance which could materially and adversely affect communication to Secured Party as soon as possible, but in no event later than five (5) days following the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoreceipt thereof by such Pledgor.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with respect thereto.Noteholder Representative’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Noteholder Representative may in good faith direct;
4.2 (c) To cause such Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Noteholder Representative on the Collateral;
(d) In the event any Ownership Interests become certificated, to deliver immediately to Noteholder Representative any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and upon delivery of any such certificate, to execute and deliver to Noteholder Representative one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Noteholder Representative, pursuant to which such Pledgor shall notassigns, except as provided for in this Agreementblank, without Holder's prior written consentall Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Noteholder Representative as part of the Collateral;
(e) To take such steps as Noteholder Representative may be withheld from time to time reasonably request to perfect Noteholder Representative’s security interest in Holder's absolute discretion, the Ownership Interests under applicable Law;
(f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein part of the Collateral to the extent prohibited by the Loan Documents;
(g) After the occurrence and during the continuance of an Event of Default, not to receive any dividend or contract distribution or other benefit with respect to do such Company, and not to vote, consent, waive or ratify any action taken without the prior written consent of the Noteholder Representative;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral, other than Permitted Encumbrances and liens in favor of Noteholder Representative, for its benefit and the benefit of the Shares pursuant to exercise of Purchasers and the Option Agreement.AP Noteholders, or as permitted by the Loan Documents;
4.3 Pledgor shall not, without Holder's prior written consent: (i) amendThat such Pledgor will, supplementupon obtaining ownership of any other Ownership Interests (except Ownership Interests in Immaterial Subsidiaries), terminate for its benefit and the benefit of the Purchasers, pursuant to any of the Loan Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Noteholder Representative a Pledge Amendment, duly executed by Pxxxxxx and such Company, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect of any such additional Ownership Interests pursuant to which such Pledgor shall pledge to Noteholder Representative, for its benefit and the benefit of the Purchasers, all of such additional Ownership Interests. Prior to the delivery thereof to Noteholder Representative, all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Noteholder Representative, for its benefit and the benefit of the Purchasers, subject to Permitted Liens;
(j) That such Pledgor consents to the admission of Noteholder Representative (and its assigns or otherwise modify designee) as a member, partner or stockholder of such Company upon Noteholder Representative’s acquisition of any of the Ownership Interests in each case from and after the occurrence and continuation of an Event of Default;
(k) Other than equity interests of such Pledgor that are already certificated on the date hereof, that such Pledgor shall not take any action to cause any equity interest of the Collateral Document; (ii) release, relinquish to be or waive any rightbecome a “security” within the meaning of, or grant to be governed by, Article 8 (Investment Securities) of the Uniform Commercial Code as in effect under the laws of any approval state having jurisdiction (the “UCC”), and shall not cause such Company to “opt in” or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect seeking to establish any equity interest of the Collateral as a “security” or to become certificated; and
(l) The Noteholder Representative and the Pledgors agree and acknowledge that any Collateral which regulated under state and/or local cannabis laws is inconsistent with pledged, assigned and granted to Noteholder Representative pursuant to this Agreement to the fullest extent permitted (or which could impair Holder's interests hereundernot prohibited) by state and/or local cannabis laws. Any In the event that state and/or local cannabis laws prohibit, limit or restrict any such terminationpledge, modification, waiver, approval assignment or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting grant of a security interest in the Collateral, including without limitation actionsor if regulatory approval is required for a security interest in such Collateral to be valid, proceedings effective or enforceable, then each Pledgor shall appear, do and claims challenging Pledgor's title perform, or cause to the Collateral or the validity or priority of Holder's rights hereunderbe done and performed, all such further acts and things, and shall reimburse Holder on demand for execute and deliver all costs such applications, certificates, instruments and expensesdocuments, including reasonable attorneys' feesand in all cases shall cooperate fully with and assist Noteholder Representative in any process, incurred by Holder as the regulatory authority or applicable state and/or local cannabis laws may require in order to obtain regulatory approval of the security interests in favor of the Noteholder Representative in any such action Collateral. Whether or proceeding not state and/or local cannabis laws prohibit, permit or regulate the pledge, assignment or grant of a security interest in which Holder any such Collateral otherwise subject to such state and/or local cannabis laws, if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority may appear.
4.5 Pledgor shall keep accurate and complete records with respect to grant approval, authorization or consent of the Noteholder Representative’s security interest the Collateral and prior to an actual transfer, assignment or conveyance of such Collateral upon or after an Event of Default, then the Pledgors that have granted, pledged or assigned (or purported to grant, pledge or assign) a security interest in the Collateral (the “Granting Pledgor Parties”) to Noteholder Representative, shall, if required upon request by Holder from time Noteholder Representative, use their best, diligent, good faith efforts, and shall cooperate fully with and assist Noteholder Representative in any process, to timeas promptly as possible after closing, promptly deliver reports to Holder with respect to obtain regulatory approval for the Collateral security interests of the Noteholder Representative in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all the Collateral. If applicable state and/or local cannabis laws relating to do prohibit or otherwise regulate the pledge, assignment or grant of a security interest in the Collateral, and if the Noteholder Representative determines (in its sole discretion) that the applicable state regulatory authority will not grant approval, authorization or consent of the Noteholder Representative’s security interest in the Collateral prior to an actual transfer of such Collateral upon or after an Event of Default, then each Granting Pledgor Party shall, upon an Event of Default and at the request of Noteholder Representative, use their best, diligent, good faith efforts to, as promptly as possible after receiving a request from Noteholder Representative, appear, do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all such applications, certificates, instruments and documents, and shall cooperate fully with and assist Noteholder Representative in any process, in order to obtain regulatory approval for the transfer, conveyance and assignment of the Collateral to the Noteholder Representative (or its designee). Damages in the event of breach of this section by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed by each Pledgor and Noteholder Representative, that Noteholder Representative, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicableprovisions hereof, and in each of the parties hereto hereby waives any event within three (3) days and all defenses it may have on the ground of Pledgor's learning thereof, Pledgor shall, lack of jurisdiction or competence of the court to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment grant such an injunction or other legal process levied against equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at law or in equity which such person may have. Each Pledgor that holds or owns any right, title or interest in the Collateral hereby covenants and agrees that it will not, and will not permit any Pledgor to, create, incur, assume or suffer to exist any Lien or encumbrance whatsoever upon any of the Collateral; , whether now owned or (ii) any event or hereafter acquired, other circumstance which could materially and adversely affect than the value of any Collateral (excluding market or quotation fluctuations Liens in the price favor of the Shares) or Holder's rights or remedies with respect theretoNoteholder Representative.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 (a) The Pledgor shall keep the Collateral free of pay, before any fine, penalty, interest or cost attaches thereto, all lienstaxes, encumbrances assessments and other governmental or non-governmental charges or levies now or hereafter assessed or levied against its Pledged Shares or upon the Liens provided for herein as well as pay, or cause to be paid, all claims for labor, materials or supplies which, if unpaid, might by law become a Lien (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documentsother than a Permitted Lien) thereon, and will retain copies of, and, upon request, permit the Administrative Agent or any other Secured Party to examine, receipts showing payment of any of the foregoing; provided, that Pledgor shall take all actions not be required to pay any such tax, assessment, charge or levy, the validity of which are reasonably necessary (and/or reasonably required is being contested in good faith by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect theretoappropriate proceedings.
4.2 (b) The Pledgor shall not, except as provided for in this Agreement, without Holder's give the Administrative Agent at least 30 days' prior written consentnotice before it changes the location of its chief executive office or the office where it keeps the Records and shall at the expense of the Pledgor execute and deliver such instruments and documents as required to maintain a prior perfected security interest and as reasonably requested by the Administrative Agent. The Pledgor will hold and preserve all Records and will, which may be withheld in Holder's absolute discretionupon reasonable request by the Administrative Agent or any Secured party at any time during normal business hours, permit the Administrative Agent or any Secured Party to inspect and make abstracts from such Records.
(c) The Pledgor shall not sell, transfer, encumber assign (by operation of law or otherwise) or otherwise dispose of any Collateral of the Collateral.
(d) The Pledgor shall not create or suffer to exist any interest therein (Lien upon or contract with respect to do any of the foregoing). Holder shall Collateral except for the security interest created by this Agreement or the Credit Agreement, and will defend the right, title and interest of the Administrative Agent in and to the Pledgor's rights to the Collateral against the claims and demands of all Persons whatsoever.
(e) The Pledgor will, upon becoming aware of such event, notify the Administrative Agent promptly, in reasonable detail, (i) of any material claim made or asserted against the Collateral by any Person; (ii) of any event which could reasonably be deemed expected to have consented to any transfer a material adverse effect on the value of the Shares pursuant Collateral; (iii) of any event which could reasonably be expected to exercise have a material adverse effect on the ability of the Option AgreementAdministrative Agent to dispose of the Collateral or the rights and remedies of the Administrative Agent; and (iv) of the occurrence of any other event which would have a material adverse effect on the Collateral or on the security interest created hereunder.
4.3 (f) The Pledgor shall not, without Holder's prior written consentagrees that it will use its best efforts to cause any Pledged Subsidiary not to issue any stock or other securities in addition to or in substitution for the Pledged Shares except: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunderPledgor, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially stock options issued to employees of such Pledged Subsidiary and adversely affect any shares of capital stock of such Pledged Subsidiary issuable upon the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights such options, and remedies set forth herein(iii) shares of such Pledged Subsidiary to other stockholders of such Pledged Subsidiary in an amount not exceeding such stockholders existing ratable ownership interests therein.
Appears in 1 contract
Samples: Reducing Revolving Credit Agreement (Cinemark Usa Inc /Tx)
Covenants of Pledgor. Pledgor hereby covenants and agrees Until such time as followsall the Note Obligations have been satisfied in full or all payments required under the Note have been made, unless Pledgee otherwise consents in writing:
4.1 (a) Pledgor shall keep shall: (i) at the request of Pledgee, at any time and from time to time, execute and deliver to Pledgee all financing statements and other documents reasonably deemed necessary or advisable by Pledgee in order more fully to evidence and perfect the security interest in the Collateral; (ii) promptly furnish Pledgee with any information which Pledgee may reasonably request concerning the Collateral; (iii) allow Pledgee to inspect all records of Pledgor relating to the Collateral free and to make and take away copies of such records; (iv) do all liensacts which may be necessary to preserve, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holderthe value thereof and Pledgor's rights and interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Documenttherein; (iiv) releasepay all taxes, relinquish or waive any rightassessments, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting charges imposed on or relating to the Collateral, including without limitation actionsexcept such taxes, if any, as are being contested in good faith by appropriate proceedings and claims challenging Pledgor's title to by reason of such nonpayment and contest no material item or portion of the Collateral is in jeopardy of being attached or the validity or priority of Holder's rights hereunder, forfeited; and shall reimburse Holder on demand for (vi) pay all reasonable costs and expenses, including reasonable attorneys' fees, incurred by Holder Pledgee in any connection with the enforcement of this Pledge Agreement, provided, however, that Pledgee shall have recourse only to the Collateral for collection of such action or proceeding in which Holder may appearcosts and expenses.
4.5 (b) Pledgor shall keep accurate and complete records not, without prior written consent, (i) sell, assign, exchange, transfer, encumber, or otherwise dispose of, or contract to sell, assign, exchange, transfer, encumber, or otherwise dispose of (collectively, "Transfer"), any of the Collateral or any part thereof or any interest therein, or (ii) take any action with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and which is inconsistent with the terms provisions or purposes of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied this Pledge Agreement or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and would adversely affect the value rights of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoPledgee hereunder.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Each Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintaindefend, preserve and protect at its sole expense, the title to the Collateral and Holder's interests any part of the Collateral;
(b) To cooperate fully with Agent’s efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in good faith direct;
(c) To cause each applicable Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Collateral and which reflect the lien of Agent on the Collateral;
(d) To deliver immediately to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent, pursuant to which such Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Agent as part of the Collateral;
(e) To execute and deliver to Agent such financing statements as Agent may request with respect thereto.to the Ownership Interests, and to take such other steps as Agent may from time to time reasonably request to perfect Agent’s security interest in the Ownership Interests under applicable law;
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, (f) Not to sell, transferdiscount, encumber allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of any the Collateral or any interest therein (or contract to do any part of the foregoing). Holder shall be deemed to have consented to any transfer Collateral;
(g) After an Event of Default under the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: Financing Documents (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxesthis Agreement), assessments, license fees and not to receive any dividend or distribution or other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablebenefit with respect to such applicable Company, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the Financing Documents or that would materially impair the position or interest of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against lien upon any of the Collateral; or , other than liens in favor of Agent, for its benefit and the benefit of the Lenders;
(iii) any event or other circumstance which could materially and adversely affect the value That such Pledgor will, upon obtaining ownership of any Collateral (excluding market or quotation fluctuations in other Ownership Interests otherwise required to be pledged to Agent, for its benefit and the price benefit of the SharesLenders, pursuant to any of the Financing Documents, which Ownership Interests are not already Pledged Interests, within five (5) or Holder's rights or remedies with Business Days deliver to Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule IV hereto (a “Pledge Amendment”) in respect thereto.
4.8 At of any time and from time such additional Ownership Interests pursuant to time, upon demand by Holder, which such Pledgor shall executepledge to Agent, deliverfor its benefit and the benefit of the Lenders, acknowledgeall of such additional Ownership Interests. Prior to the delivery thereof to Agent, file and/or record all such additional Ownership Interests shall be held by such Pledgor separate and apart from its other property and in express trust for Agent, for its benefit and the benefit of the Lenders; and
(j) That such Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of Company upon Agent’s acquisition of any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holderthe Ownership Interests.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. (a) Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Documentto pay and perform all Secured Obligations when due; (ii) releaseto permit Secured Party to exercise its powers; and (iii) to execute and deliver such documents as Secured Party reasonably deems necessary to create, relinquish or waive any rightperfect and continue the security interests contemplated hereby.
(b) Until the pledge and security interest granted hereunder terminates in accordance with Section 2.02, or grant any approval or consentPledgor agrees, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect regard to the Collateral and shallProceeds, if required by Holder from time unless Secured Party agrees otherwise in writing in its sole discretion, (i) except as permitted pursuant to timeSection 4.03 hereof, promptly deliver reports not to Holder with respect to permit any Bank Lien on the Collateral or Proceeds, except in form and substance reasonably satisfactory favor of Secured Party; (ii) other than as permitted pursuant to Holder.
4.6 Pledgor shall diligently comply with all laws relating Section 4.03 hereof, not to sell, hypothecate or otherwise dispose of, nor permit the Collateraltransfer by operation of law of, and with any of the terms of all Collateral Documentsor Proceeds or any interest therein, including, but not limited without limitation, pursuant to promptly paying any hedging, factoring, collars, straddles, swaps or other derivative instruments in respect of the Pledged Stock; (iii) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Secured Party to inspect the same and make copies thereof at any reasonable time with reasonable notice; (iv) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (v) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Secured Party’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement.
(c) Pledgor agrees to pay, prior to delinquency, all taxes, assessmentscharges, license fees liens and other public assessments against the Collateral and private charges levied or assessed against any Collateral.
4.7 As soon as practicableProceeds arising from the Pledgor’s ownership of the Collateral and Proceeds, and in any event within three (3) days upon the failure of Pledgor's learning thereofPledgor to do so, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against Secured Party at its option may pay any of them and shall in its reasonable discretion determine the Collateral; legality or (ii) any event or other circumstance which could materially validity thereof and adversely affect the value amount necessary to discharge the same. Any such payments made by Secured Party shall be obligations of any Pledgor to Secured Party, due and payable immediately upon demand, together with interest at the rate of 3 percentage points above the Columbus Bank “prime rate” in effect on the date said sum was first due, and shall be secured by the Collateral (excluding market or quotation fluctuations in the price and Proceeds, subject to all terms and conditions of the Shares) or Holder's rights or remedies with respect theretothis Agreement.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees agrees, so long -------------------- as follows:
4.1 Pledgor shall keep any amounts remain outstanding pursuant to the Collateral free of Credit Agreement, the Mountaingate Note or any interest rate agreement secured hereby, (a) to do all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably acts that may be necessary (and/or reasonably required by Holder) to maintain, preserve and protect any part of the Pledged Collateral required to be delivered prior to the delivery of such Pledged Collateral to Bank, (b) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting the Pledged Collateral, (c) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed necessary or appropriate by Bank, in its reasonable judgment, to perfect, maintain and protect the security interest granted hereunder and the priority thereof, (d) to appear in and defend any action or proceeding which may have a material adverse effect on Pledgor's title to or Bank's interest in the Pledged Collateral, (e) to keep separate, accurate and PRICE TRUST PLEDGE AGREEMENT complete records of the Pledged Collateral and Holder's interests to provide Bank with respect thereto.
4.2 Pledgor shall notsuch records or copies thereof and such other reports and information relating to the Pledged Collateral as Bank may reasonably request from time to time, except as provided for in this Agreement(f) without the written approval of Bank, without Holder's prior written consent, which may be withheld in Holder's absolute discretionnot to transfer any Pledged Shares or Pledged Partnership Units or proceeds thereof or otherwise surrender or lose possession of, sell, transfer, encumber or otherwise dispose of or transfer any Pledged Collateral or right or interest therein, and to keep the Pledged Collateral free of all liens (except for the security interests created hereby), and (g) after the occurrence and during the continuation of an Event of Default under the Credit Agreement, the Mountaingate Note, any interest therein (rate agreement secured hereby, or contract event specified in Paragraph 11(a) below, to do any account fully for and promptly deliver to Bank, in the form received, all proceeds of the foregoing). Holder Pledged Collateral endorsed to Bank as appropriate, and until so delivered all proceeds shall be deemed to have consented to any transfer held by Pledgor in trust for Bank, separate from all other property of Pledgor and identified as the Shares pursuant to exercise property of the Option AgreementBank.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Pledge Agreement (Price David G)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for Agrees in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consentGeneral: (i) amendto indemnify Bank against all losses, supplementclaims, terminate or otherwise modify any Collateral Documentdemands, liabilities and expenses of every kind caused by property subject hereto; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for pay all costs and expenses, including reasonable attorneys' fees, incurred by Holder Bank in the perfection, preservation, realization, enforcement and exercise of its rights, powers and remedies hereunder; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change Pledgor's chief place of business (or personal residence, if applicable) or the places where Pledgor keeps any such action of the Collateral or proceeding in Pledgor's records concerning the Collateral and Proceeds without first giving Bank written notice of the address to which Holder may appear.
4.5 Pledgor shall keep accurate and complete records is moving same. Pledgor Agrees with respect Regard to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder ofProceeds: (i) not to permit any attachment lien on the Collateral or other legal process levied against Proceeds, except in favor of Bank; (ii) not to withdraw any funds from any deposit account pledged to Bank hereunder without Bank's prior written consent; (iii) not to sell, hypothecate or otherwise dispose of any of the CollateralCollateral or Proceeds, or any interest therein, without Bank's prior written consent; or (iiiv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any event or other circumstance which could materially reasonable time; (v) if requested by Bank, to receive and adversely affect use reasonable diligence to collect Proceeds, in trust and as the value property of any Collateral (excluding market or quotation fluctuations Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the price exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (vii) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; (viii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (ix) if the Shares) Collateral or Holder's rights or remedies Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank's interest in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsthat until this Lenfxxx Xxxdge Agreement is terminated in accordance with the terms hereof:
4.1 (i) Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretionnot transfer, sell, transfer, encumber or otherwise dispose of any Collateral of the Collateral, except in connection with a sale permitted under the provisions of the Credit Agreement providing for dispositions to third parties free of Liens or to the Borrower and/or one or more Subsidiaries of the Borrower, and shall not create, assume or suffer to exist any interest therein (Lien in or contract to do on any of the foregoing). Holder Collateral, except the Liens created hereunder, provided that Pledgor may transfer the Collateral to AT&T Corp. if prior to such transfer (1) such transferee executes and delivers to Agent such documents as Agent may request so that such transferee becomes bound by this Lenfxxx Xxxdge Agreement as if an original signatory hereto and the transferred Collateral remains pledged to Agent and (2) such transferee has executed and delivered to the Company a confirmation that the Company shall be deemed entitled to have consented programming discounts that are at least as favorable to any transfer of the Shares pursuant to exercise of the Option AgreementCompany and its Subsidiaries as those offered through Lenfxxx.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) releaseTo the extent permitted by applicable law, relinquish Pledgor hereby waives any rights which it otherwise may have under Section 9-112 of the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania.
(iii) Pledgor shall not change the location of its principal office or waive any rightits name referred to in Section 5.1 (i), or grant conduct business under any approval other name, without having first (a) given to Agent at least thirty (30) days' prior written notice of same and (b) executed, delivered and filed (and paid or consent, with respect cause to be paid by the Borrower or any Collateral Document; iiiSubsidiary of the Borrower all filing fees and taxes) enter into any new agreement with respect all such documents as may be necessary or advisable in the opinion of Agent to any Collateral; or continue to perfect and protect the Liens created hereby.
(iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate vote the stock and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to securities included in the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and a manner consistent with the terms covenants and agreements of all Collateral Pledgor, the Borrower and the Subsidiaries of the Borrower set forth in the Loan Documents, including, but not limited to promptly paying all taxeswithout limitation, assessments, license fees restricting the issuance of additional shares of stock of the Borrower and other public and private charges levied its Subsidiaries (or assessed against any Collateral.
4.7 As soon rights or options therefore) except such as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, is pledged to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any Agent pursuant to the terms of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoLoan Documents.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Covenants of Pledgor. Until the Obligations are satisfied in full, the Pledgor hereby covenants and agrees as followsto:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holdera) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.Collateral;
4.2 Pledgor shall not(b) not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except as provided for those approved in this Agreementadvance in writing by the Pledgee;
(c) promptly pay and discharge before the same become delinquent all taxes, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, assessments and governmental charges or levies imposed on the Pledgor or any of the Collateral;
(d) not sell, transferencumber, encumber or otherwise dispose of or transfer any Collateral Collateral, or any right or interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: and agrees that it will (i) amendcause JRS not to issue any other voting stock in addition to or in substitution for the Collateral, supplement, terminate except to the Pledgor or otherwise modify any Collateral Document; in connection with outstanding stock options or with the prior written consent of the Pledgee and (ii) releasepledge hereunder, relinquish immediately upon the Pledgor's acquisition (directly or waive indirectly) thereof, any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval and all additional shares of stock or other action taken without such prior consent shallsecurities of JRS;
(e) appear in and defend, at Holder's option, be void.
4.4 Pledgor shall, at the Pledgor's sole own expense, defend all actions, proceedings and other claims affecting any action or proceeding which may affect the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity Pledgee's interest in the Collateral;
(f) procure or priority of Holder's rights hereunderexecute and deliver, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating the Pledgee, any powers, powers of attorney, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by the Pledgee to perfect, maintain or protect the Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as the Pledgee may request to effectuate the intent of this Pledge Agreement;
(g) if the Pledgee gives value to enable the Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;
(h) keep separate, accurate and complete records of the Collateral and provide the Pledgee with access thereto and to the Pledgor's financial records, in each case with the terms of all Collateral Documents, including, but not limited right to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.make extracts therefrom;
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or provide the Pledgee with such other legal process levied against any of information pertaining to the Collateral; or (ii) any event or other circumstance which could materially and adversely affect Collateral as the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and Pledgee may reasonably request from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment ;
(j) maintain and preserve its corporate or other document legal existence of, including without limitation, JRS, and all rights, privileges, franchises and other authority necessary for the conduct of their respective businesses; and
(k) Continue its operations in the same form and structure of business (i.e., corporate, partnership, individual) as currently conducted, and not merge or agreement that Holder reasonably deems necessary consolidate with or advisable to createacquire or be acquired by any other corporation, preservepartnership, continue entity or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holderperson, with the Pledgee's prior written consent.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Security Agreement (Securities) (3-D Geophysical Inc)
Covenants of Pledgor. 4.1 Pledgor hereby covenants and agrees as follows:
4.1 (a) Except as permitted under the Loan Agreement, Pledgor shall keep will not amend, terminate, rescind, supplement or otherwise modify the Collateral free Organizational Documents, or waive any rights thereunder.
(b) Without the prior written consent of all liensAdministrative Agent, encumbrances which consent may be granted or withheld in Administrative Agent’s sole and other claims absolute discretion, and except as expressly provided herein or in the Loan Agreement (excepting or as otherwise approved by the Option Lenders in accordance with the Loan Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreementeither directly or indirectly, without Holder's prior written consent, which may be withheld in Holder's absolute discretionmortgage, sell, transfer, encumber or otherwise dispose of any Collateral (whether directly or any indirectly), hypothecate, pledge, create a security interest therein (or contract to do Lien upon, encumber, give, or place in trust, any of the foregoing). Holder shall be deemed to have consented to Pledged Interests, or any transfer other Collateral owned by Pledgor, until the date on which all of the Shares pursuant to exercise of the Option AgreementObligations have been fully and indefeasibly paid in full and otherwise performed.
4.3 Pledgor shall not, without Holder's prior written consent: (ic) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole expense’s cost, defend maintain the portion of the Collateral owned by Pledgor and shall defend, at Pledgor’s cost, Administrative Agent’s security interest in and to the Pledged Interests or any other Collateral as applicable, against all actionspersons and against all claims and demands whatsoever.
(d) Pledgor shall promptly notify Administrative Agent, proceedings in writing, of the imposition at any time of any claim, option, Lien or encumbrance upon or against all or any portion of the Pledged Interests and/or any other Collateral.
(e) Except as expressly provided in the Loan Agreement, without the prior written consent of Administrative Agent, at no time shall Pledgor cause or allow any Pledged Entity (nor, without limiting the foregoing, shall Pledgor vote to enable, or take any other action to permit, such Pledged Entity) to:
(i) make any Distribution under any of the 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 of the other Loan 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 (x) Pledgor under to this Agreement, and (y) Pledgor or the Pledged Entities under the Loan Agreement or the other claims affecting Loan Documents.
(f) Without limiting the provisions of Section 4.1(b) above, at such time as Pledgor enters into negotiation with any other party for the sale, transfer, pledge, assignment or encumbrance of, or the granting of any security interest in the Collateral, including without limitation actionsor of any other rights of each Pledgor under the Organizational Documents, proceedings Pledgor immediately will notify such other party of the existence of this Agreement.
(g) Without limiting the foregoing provisions of this Section 4.1,except as expressly provided in the Loan Agreement (or as otherwise approved by the Administrative Agent in accordance with the Loan Agreement), Pledgor will not agree to admit any new members or partners, as the case may be, into the Pledged Entities or transfer its interests in the Pledged Entities. Any such permitted or approval admission or transfer shall be made on the condition that such new member or partner, as the case may be, executes and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunderdelivers, and shall reimburse Holder on demand for all costs and expensesagrees to be bound by an agreement, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory content substantially identical to Holder.
4.6 Pledgor shall diligently comply with all laws relating this Agreement, pursuant to which such new member or partner, as the Collateralcase may be, pledges its interest in the Pledged Entities to Administrative Agent to secure the Obligations, and such admission or transfer shall be otherwise in accordance with the terms of all Collateral the Organizational Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable(h) Pledgor authorizes Administrative Agent, and in any event within three (3) days at the expense of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At at any time and from time to timetime to file any initial financing statements, upon demand amendments thereto and continuation statements, with or without signature of Pledgor, as deemed necessary by HolderAdministrative Agent to perfect its security interest in the Collateral. Pledgor hereby ratifies its authorization for Administrative Agent to have filed any initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Agreement. Pledgor shall executewill sign and deliver any financing statements and other documents and information, deliverand perform such other acts, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably as Administrative Agent deems necessary or advisable desirable from time to create, preserve, continue or perfect any time to establish and maintain in favor of Administrative Agent valid and perfected security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunderin the Collateral, free of all other Liens, encumbrances, security interests and claims. Pledgor shall deliver also furnish to Holder Administrative Agent all certificates or other instruments and papers evidencing or constituting any of the Collateral, together with appropriate endorsements and assignments and any information relating thereto, and shall do anything Administrative Agent may reasonably deem necessary or desirable from time to time from time to time to establish a UCC- 1 financing statement filed on behalf of Holder valid security interest in and assigned to Holderfurther protect and perfect its interests in the Collateral.
4.9 (i) Pledgor upon demand shall cooperate pay to Administrative Agent the amount of any and all reasonable expenses, including the fees and disbursements of counsel and of any experts and agents, which Administrative Agent may incur in good faith connection with Holder the sale of, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of the rights of Administrative Agent hereunder; or (iii) the failure by Pledgor to facilitate Holder's exercise perform or observe any of its rights and remedies set forth the provisions hereof.
(j) In no event shall Pledgor do or permit to be done, or omit to do or permit the omission of, any act or thing, the doing or omission of which, would impair the validity, enforceability, perfection or priority of the security interests granted herein.
(k) The Pledgor hereby covenants and agrees that it will not agree to any amendment or repeal of Section 13.2 of the Operating Agreement and in any event shall promptly notify the Administrative Agent in writing if for any reason the Pledged Interests shall cease to be securities for purposes of the UCC in any applicable jurisdiction.
4.2 Pledgor hereby covenants and agrees that in the event that Administrative Agent, its designee or any purchaser at a foreclosure sale acquires all or any portion of the Pledged Interests, notwithstanding anything to the contrary in the Organizational Documents, such Person, at its option, shall be admitted as a member or partner, as the case may be, of the Pledged Entities, and shall be entitled to receive all benefits and exercise all rights in connection therewith pursuant to the Organizational Documents; provided, however, that such Person shall have no liability for matters in connection with the Pledged Interests arising or occurring, directly or indirectly, prior to such Person’s becoming a member or partner, as the case may be, of the Pledged Entities.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 (a) The Pledgor shall keep the Collateral free of pay, before any fine, penalty, interest or cost attaches thereto, all lienstaxes, encumbrances assessments and other governmental or non-governmental charges or levies now or hereafter assessed or levied against its Pledged Shares or upon the Liens provided for herein as well as pay, or cause to be paid, all claims for labor, materials or supplies which, if unpaid, might by law become a Lien (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documentsother than a Permitted Lien) thereon, and will retain copies of, and, upon request, permit the Administrative Agent or any other Secured Party to examine, receipts showing payment of any of the foregoing; provided, that Pledgor shall take all actions not be required to pay any such tax, assessment, charge or levy, the validity of which are reasonably necessary (and/or reasonably required is being contested in good faith by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect theretoappropriate proceedings.
4.2 (b) The Pledgor shall not, except as provided for in this Agreement, without Holder's give the Administrative Agent at least 30 days prior written consentnotice before it changes the location of its chief executive office or the office where it keeps the Records and shall at the expense of the Pledgor execute and deliver such instruments and documents as required to maintain a prior perfected security interest and as reasonably requested by the Administrative Agent. The Pledgor will hold and preserve all Records and will, which may be withheld in Holder's absolute discretionupon reasonable request by the Administrative Agent or any Secured party at any time during normal business hours, permit the Administrative Agent or any Secured Party to inspect and make abstracts from such Records.
(c) The Pledgor shall not sell, transfer, encumber assign (by operation of law or otherwise) or otherwise dispose of any Collateral of the Collateral.
(d) The Pledgor shall not create or suffer to exist any interest therein (Lien upon or contract with respect to do any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral except for the security interest created by this Agreement or the Credit Agreement, and will defend the right, title and interest of the Shares pursuant Administrative Agent in and to exercise the Pledgor's rights to the Collateral against the claims and demands of the Option Agreementall Persons whatsoever.
4.3 (e) The Pledgor shall notwill, without Holder's prior written consent: upon becoming aware of such event, notify the Administrative Agent promptly, in reasonable detail, (i) amend, supplement, terminate of any material claim made or otherwise modify asserted against the Collateral by any Collateral DocumentPerson; (ii) release, relinquish or waive of any right, or grant any approval or consent, with respect event which could reasonably be expected to any Collateral Documenthave a material adverse effect on the value of the Collateral; (iii) enter into of any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or event which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, reasonably be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting expected to have a material adverse effect on the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title ability of the Administrative Agent to dispose of the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth hereinof the Administrative Agent; and (iv) of the occurrence of any other event which would have a material adverse effect on the Collateral or on the security interest created hereunder.
(f) The Pledgor agrees that it will use its best efforts to cause the Issuer not to issue any stock or other securities in addition to or in substitution for the Pledged Shares.
Appears in 1 contract
Covenants of Pledgor. The Pledgor hereby covenants agrees: (a) to procure, -------------------- execute and agrees as follows:
4.1 Pledgor shall keep deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings necessary or appropriate to perfect, maintain and protect the Collateral free Agent's security interest hereunder and the priority thereof and to deliver promptly to the Collateral Agent all originals of all liens, encumbrances and Collateral or proceeds consisting of chattel paper or instruments; (b) not to surrender or lose possession of (other claims (excepting than to the Option Collateral Agent or as otherwise permitted by this Agreement), sell, encumber, or otherwise dispose of or transfer, any Collateral or right or interest therein other than as otherwise permitted under this Agreement; (c) to account fully for and promptly to deliver to the Collateral Agent, in the form received, all proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall diligently enforce request, and until so delivered all Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of the Pledgor and identified as being subject to the interest of the Collateral Agent; (d) not to move its chief executive office to a new location unless (i) the Secured Party shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Secured Party not less than 20 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that Pledgor's rights under with respect to the Collateral will not be adversely affected by such move; (e) to do, to the extent permitted by this Agreement, all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) acts to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose that an owner of any Collateral or any interest therein (or contract to do any assets of the foregoing). Holder shall be deemed same type as the Collateral would deem customarily necessary or desirable therefor; and (f) to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shallappear in and defend, at Holder's option, be void.
4.4 Pledgor shall, at the Pledgor's sole cost and expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding which may affect its title to or the Secured Party's interest in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Pledge and Security Agreement (Tci Satellite Entertainment Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 (a) The Pledgor shall keep the Collateral free of pay, before any fine, penalty, interest or cost attaches thereto, all lienstaxes, encumbrances assessments and other governmental or non-governmental charges or levies now or hereafter assessed or levied against its Pledged Shares or upon the Liens provided for herein as well as pay, or cause to be paid, all claims for labor, materials or supplies which, if unpaid, might by law become a Lien (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documentsother than a Permitted Lien) thereon, and will retain copies of, and, upon request, permit the Administrative Agent or any other Secured Party to examine, receipts showing payment of any of the foregoing; provided, that Pledgor shall take not be required to pay any
(b) The Pledgor shall give the Administrative Agent at least 30 days' prior written notice before it changes the location of its chief executive office or the office where it keeps the Records and shall at the expense of the Pledgor execute and deliver such instruments and documents as required to maintain a prior perfected security interest and as reasonably requested by the Administrative Agent. The Pledgor will hold and preserve all actions which are reasonably necessary (and/or reasonably required Records and will, upon reasonable request by Holder) the Administrative Agent or any Secured party at any time during normal business hours, permit the Administrative Agent or any Secured Party to maintain, preserve inspect and protect the Collateral and Holder's interests with respect theretomake abstracts from such Records.
4.2 (c) The Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, not sell, transfer, encumber assign (by operation of law or otherwise) or otherwise dispose of any Collateral of the Collateral.
(d) The Pledgor shall not create or suffer to exist any interest therein (Lien upon or contract with respect to do any of the foregoing). Holder shall be deemed to have consented to any transfer Collateral except for the security interest created by this Agreement or the Credit Agreement, and will defend the right, title and interest of the Shares pursuant Administrative Agent in and to exercise the Pledgor's rights to the Collateral against the claims and demands of the Option Agreementall Persons whatsoever.
4.3 (e) The Pledgor shall notwill, without Holder's prior written consent: upon becoming aware of such event, notify the Administrative Agent promptly, in reasonable detail, (i) amend, supplement, terminate of any material claim made or otherwise modify asserted against the Collateral by any Collateral DocumentPerson; (ii) release, relinquish or waive of any right, or grant any approval or consent, with respect event which could reasonably be expected to any Collateral Documenthave a material adverse effect on the value of the Collateral; (iii) enter into of any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or event which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, reasonably be void.
4.4 Pledgor shall, at Pledgor's sole expense, defend all actions, proceedings and other claims affecting expected to have a material adverse effect on the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title ability of the Administrative Agent to dispose of the Collateral or the validity or priority of Holder's rights hereunder, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth hereinof the Administrative Agent; and (iv) of the occurrence of any other event which would have a material adverse effect on the Collateral or on the security interest created hereunder.
(f) The Pledgor agrees that it will use its best efforts to cause the Issuer not to issue any stock or other securities in addition to or in substitution for the Pledged Shares.
Appears in 1 contract
Covenants of Pledgor. (a) The Pledgor hereby covenants that, until the Repayment Date, it will not, without the prior written consent of the Agent and agrees as followsthe Banks:
4.1 Pledgor shall keep the Collateral free of all liens(i) Sell, encumbrances and other claims (excepting the Option Agreement)convey, shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral of the Pledged Assets (other than cash distributions permitted to be retained by the Pledgor pursuant to Section 2(d)) or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall notcreate, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any rightincur, or grant permit to exist any approval pledge, mortgage, lien, charge, encumbrance or consent, security interest whatsoever in or with respect to any Collateral Documentof the Pledged Assets or the proceeds thereof, other than that created hereby; or
(ii) Consent to or approve the issuance of any additional Capital Securities in the issuer of the Pledged Securities; or any Capital Securities convertible voluntarily by the holder thereof or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable for, any such Capital Securities, or any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such Capital Securities, unless, in each case, such additional Capital Securities, convertible Capital Securities, warrants, options, rights or other commitments, are pledged to the Agent pursuant to this Agreement; or
(iii) enter into Change its name, identity or organizational structure in any new agreement manner that might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-402(7) of the UCC (or any other then applicable provision of the UCC) unless the Pledgor has given the Agent at least 90 days' prior written notice thereof or has delivered to the Agent acknowledgment copies of UCC-3 financing statements duly executed and duly filed in each jurisdiction in which UCC-l filings were required in order to perfect the security interest granted by this Pledge Agreement in the Pledged Assets and have taken all actions (or made arrangements to take such action substantially simultaneously with respect such change if it is impossible to any Collateraltake such action in advance) necessary or reasonably requested by the Agent to amend such financing statement or continuation statement so that it is not seriously misleading; or or
(iv) take Change its chief executive office as set forth in Schedule 2 hereto unless it has given the Agent at least 90 days' prior written notice thereof or has delivered to the Agent acknowledgment copies of UCC-1 financing statements duly executed and filed in each of the filing offices in which UCC-1 filings are required in order to perfect any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's of the security interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shallgranted hereunder in the Pledged Assets.
(b) The Pledgor warrants and will, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's sole its own expense, defend all actionsthe Agent's right, proceedings title, special property and other claims affecting the Collateral, including without limitation actions, proceedings security interest in and claims challenging Pledgor's title to the Collateral or Pledged Assets against the validity or priority claims of Holder's rights hereunderany person, and shall reimburse Holder on demand for all costs and expensesfirm, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating to the Collateral, and with the terms of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment corporation or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoentity.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Credit Agreement (Florida East Coast Industries Inc)
Covenants of Pledgor. Until the Obligations are paid in full, Pledgor hereby covenants and agrees as followsto:
4.1 Pledgor shall keep the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral Documents, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve 5.1 Preserve and protect the Collateral and Holder's interests with respect thereto.Collateral;
4.2 Pledgor shall not5.2 Not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges on or in any of the Collateral, except as provided for those approved in this Agreementadvance in writing by Pledgee;
5.3 Promptly pay and discharge before the same become delinquent all taxes, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, assessments and governmental charges or levies imposed on Pledgor or any of the Collateral;
5.4 Not sell, transferencumber, encumber or otherwise dispose of or transfer any Collateral Collateral, or any right or interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: and agrees that it will (i) amendcause Borrower not to issue any other voting stock in addition to or in substitution for the Collateral, supplementexcept to Pledgor, terminate or otherwise modify any Collateral Document; in connection with outstanding stock options or with the prior written consent of Pledgee and (ii) releasepledge hereunder, relinquish immediately upon Pledgor's acquisition (directly or waive indirectly) thereof, any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval and all additional shares of stock or other action taken without such prior consent shall, at Holder's option, be void.securities of Borrower;
4.4 Pledgor shall5.5 Appear in and defend, at Pledgor's sole own expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging any action or proceeding which may affect Pledgor's title to or Pledgee's interest in the Collateral Collateral;
5.6 Procure or the validity or priority of Holder's rights hereunderexecute and deliver, and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory to Holder.
4.6 Pledgor shall diligently comply with all laws relating Pledgee, any stock powers, bond powers, endorsements, assignments, financing statements, estoppel certificates or other writings deemed necessary or appropriate by Pledgee to perfect, maintain or protect Pledgee's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Pledgee may request to effectuate the intent of this Pledge Agreement;
5.7 If Pledgee gives value to enable Pledgor to acquire rights in or use of any Collateral, use such value only for such purpose;
5.8 Keep separate, accurate and complete records of the Collateral and provide Pledgee with access thereto and to Pledgor's financial records, in each case with the terms right to make extracts therefrom;
5.9 Provide Pledgee with copies of all Collateral Documents, including, but not limited reports filed by Borrower or Pledgor with the Securities and Exchange Commission within ten (10) business days after the last date such report is required to promptly paying all taxes, assessments, license fees and be filed;
5.10 Provide Pledgee with such other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicable, and in any event within three (3) days of Pledgor's learning thereof, Pledgor shall, information pertaining to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect thereto.
4.8 At any time and as Pledgee may reasonably request from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment ;
5.11 Maintain and preserve its corporate or other document or agreement legal existence and that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights majority-owned subsidiaries, including, without limitation, Borrower, and remedies all rights, privileges, franchises and other authority necessary for the conduct of their respective businesses; and
5.12 Continue its operations in the same form and structure of business (i.e., corporate, partnership, individual) as currently conducted, and not merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person, without Pledgee's prior written consent; and
5.13 At all times comply with the covenants and agreements set forth hereinin the Guaranty.
Appears in 1 contract
Covenants of Pledgor. Pledgor hereby covenants and agrees as follows:
4.1 Pledgor shall (a) To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral free of all liens, encumbrances and other claims (excepting the Option Agreement), shall diligently enforce Pledgor's rights under all Collateral DocumentsCollateral, and shall take all actions which are reasonably necessary (and/or reasonably required by Holder) to maintain, preserve and protect the Collateral and Holder's interests with respect thereto.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (i) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shalldefend, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's its sole expense, defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral or and any part of the validity or priority Collateral;
(b) To cooperate fully with Agent's and Lenders' efforts to preserve the Collateral and to take such actions to preserve the Collateral as Agent may in good faith direct;
(c) To cause each Borrower to maintain proper books of Holder's rights hereunder, record and shall reimburse Holder on demand for all costs and expenses, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding account in which Holder may appear.
4.5 Pledgor shall keep accurate full, true and complete records with respect correct entries are made of all dealings and transactions in relation to the Collateral and shallwhich reflect the lien of Agent on the Collateral;
(d) To deliver immediately to Agent any certificates that may be issued following the date of this Agreement representing the Ownership Interests or other Collateral, if required by Holder from time and to timeexecute and deliver to Agent, promptly deliver reports to Holder with respect to for the Collateral benefit of Lenders, one or more transfer powers, in form and substance reasonably content satisfactory to Holder.Agent, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Collateral (collectively, the "TRANSFER POWERS") which Transfer Powers shall be held by Agent as part of the Collateral;
4.6 Pledgor shall diligently comply (e) To authorize Agent to file such financing statements as Agent may request with all laws relating respect to the Collateral, and with to take such other steps as Agent may from time to time reasonably request to perfect Agent's security interest in the terms Collateral under applicable law;
(f) Not to sell, discount, allow credits or allowances, assign, extend the time for payment on, convey, lease, assign, transfer or otherwise dispose of all the Collateral Documents, including, or any part of the Collateral;
(g) After the occurrence of an Event of Default under the Loan Documents (including but not limited to promptly paying all taxes, assessments, license fees and other public and private charges levied or assessed against any Collateral.
4.7 As soon as practicablethis Agreement), and in written notice thereof from Agent to Borrowers or Pledgor (except that during any event within three (3bankruptcy or insolvency proceeding affecting any Borrower or Pledgor, no notice shall be required) days of Pledgor's learning thereof, Pledgor shall, not to the extent Pledgor shall have actual knowledge, notify Holder of: (i) receive any attachment dividend or distribution or other legal process levied against benefit with respect to Borrowers, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the other Loan Documents or that would materially impair the position or interest of Agent in the Collateral or dilute the Ownership Interests pledged to Agent under this Agreement;
(h) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral, other than liens in favor of Agent granted under this Agreement or the other Loan Documents;
(i) Not to amend, modify or terminate the Interest Rate Agreement without the prior written consent of Agent, which consent shall not be unreasonably withheld with respect to a proposed amendment or modification; and
(j) That Pledgor consents to the admission of Agent (and its assigns or (iidesignee) any event as a member or other circumstance which could materially and adversely affect the value stockholder of each Borrower, as applicable, upon Agent's acquisition of any Collateral (excluding market or quotation fluctuations in the price of the Shares) or Holder's rights or remedies with respect theretoOwnership Interests.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Ownership Pledge, Assignment and Security Agreement (Omega Healthcare Investors Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees as followsthat until the Obligations have been paid and performed in full (other than contingent indemnity obligations for which no claim has been asserted) or otherwise terminated pursuant to Section 8, below:
4.1 (a) Without the prior written consent of Lender or except as permitted by the Loan Agreement, Pledgor shall keep not sell, assign, transfer, exchange, pledge, or otherwise encumber or restrict any of such Pledgor’s rights in or to the Pledged Collateral free of all lienspledged by such Pledgor or any unpaid dividends or other distributions or payments with respect thereto or gxxxx x xxxx therein except as otherwise permitted by this Pledge Agreement or the Loan Agreement.
(b) Pledgor shall, encumbrances and other claims (excepting the Option Agreement)at such Pledgor’s own expense, shall diligently enforce Pledgor's rights under all Collateral Documentspromptly execute, acknowledge, and shall deliver all such instruments and take all actions which are such action as Lender from time to time may reasonably necessary request in order to ensure to Lender the benefits of the lien in and to, the Pledged Collateral intended to be created by this Pledge Agreement.
(and/or reasonably required c) Except as otherwise permitted by Holder) to the Loan Agreement, Pledgor shall maintain, preserve and protect defend the title to the Pledged Collateral and Holder's interests with respect theretothe lien of Lender thereon against the claim of any other Person.
4.2 Pledgor shall not, except as provided for in this Agreement, without Holder's prior written consent, which may be withheld in Holder's absolute discretion, sell, transfer, encumber or otherwise dispose of any Collateral or any interest therein (or contract to do any of the foregoing). Holder shall be deemed to have consented to any transfer of the Shares pursuant to exercise of the Option Agreement.
4.3 Pledgor shall not, without Holder's prior written consent: (id) amend, supplement, terminate or otherwise modify any Collateral Document; (ii) release, relinquish or waive any right, or grant any approval or consent, with respect to any Collateral Document; iii) enter into any new agreement with respect to any Collateral; or (iv) take any other action with respect to any Collateral which is inconsistent with this Agreement or which could impair Holder's interests hereunder. Any such termination, modification, waiver, approval or other action taken without such prior consent shall, at Holder's option, be void.
4.4 Pledgor shall, at Pledgor's upon obtaining any additional shares of stock or other equity interest of any Subsidiary not evidenced on Schedule I attached hereto, promptly (and in any event within 15 days or such longer period as acceptable to Lender in its sole expensediscretion) deliver to Lender (except as noted in the proviso below), defend all actions, proceedings and other claims affecting the Collateral, including without limitation actions, proceedings and claims challenging Pledgor's title to the Collateral extent applicable, all share certificates and voting trust certificates respecting such stock or the validity or priority of Holder's rights hereunderother equity interest, and shall reimburse Holder on demand for all costs and expensesdeliver to Lender a Pledge Supplement duly executed by such Pledgor supplementing Schedule I attached hereto, including reasonable attorneys' fees, incurred by Holder in any such action or proceeding in which Holder may appear.
4.5 Pledgor shall keep accurate and complete records with respect to the Collateral and shall, if required by Holder from time to time, promptly deliver reports to Holder with respect to the Collateral in form and substance reasonably satisfactory acceptable to HolderLender (a “Pledge Supplement”), and executed instruments of transfer or assignment (including, without limitation, stock powers), executed in blank, in respect of the additional shares of stock or other equity interests which are to be pledged pursuant hereto. Pledgor hereby authorizes Lender to attach each such Pledge Supplement hereto and agrees that all shares or other equity interests listed on any Pledge Supplement delivered to Lender shall for all purposes hereunder be considered Pledged Collateral.
4.6 (e) Pledgor shall diligently comply with furnish Lender such information concerning the Pledged Collateral as it may from time to time reasonably request, and will permit Lender and its designees, from time to time during normal business hours upon reasonable prior notice, to inspect, audit and make copies of and extracts from all laws relating records and all other papers in the possession of such Pledgor which pertain to the Pledged Collateral, and with shall upon the terms request of Lender, deliver to Lender copies of all Collateral Documents, including, but not limited to promptly paying all taxes, assessments, license fees of such records and other public and private charges levied or assessed against any Collateralpapers.
4.7 As soon as practicable, and in any event within three (3f) days of Pledgor's learning thereof, Pledgor shall, to the extent Pledgor shall have actual knowledge, notify Holder of: (i) any attachment or other legal process levied against any of the Collateral; or (ii) any event or other circumstance which could materially and adversely affect the value agrees that a breach of any Collateral (excluding market or quotation fluctuations covenants contained in this Section 5 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 5 shall be specifically enforceable against such Pledgor. and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the price of the Shares) or Holder's rights or remedies with respect theretoObligations are not then due and payable.
4.8 At any time and from time to time, upon demand by Holder, Pledgor shall execute, deliver, acknowledge, file and/or record any notice, financing statement, continuation statement, assignment or other document or agreement that Holder reasonably deems necessary or advisable to create, preserve, continue or perfect any security interest intended to be created hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor shall deliver to Holder a UCC- 1 financing statement filed on behalf of Holder and assigned to Holder.
4.9 Pledgor shall cooperate in good faith with Holder to facilitate Holder's exercise of its rights and remedies set forth herein.
Appears in 1 contract
Samples: Pledge Agreement (Cepton, Inc.)
