Common use of Covenants of Pledgor Clause in Contracts

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor: (a) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance (a) The Pledgor hereby covenants that, until all of the Pledgor Obligations Indebtedness has been paid in full, Pledgorit will not: (ai) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transferconvey, assign, deliver or otherwise dispose of any of the Pledged Collateral Stock or any interest therein or create, incur, or permit to exist any pledge, mortgage, hypothecation, lien, charge, encumbrance, or security interest in, or with respect to, any of the Pledged Stock or the proceeds thereof except such as are granted hereby; or (ii) consent to, or approve of, the issuance of any additional shares of any class of capital stock by Xxxxx; or any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any such shares; or any warrants, options, rights, or other commitments entitling any person to purchase or otherwise acquire any such shares; or (iii) create, incur, assume or suffer to exist any liens or encumbrances on any of the assets of Xxxxx, or permit Xxxxx to do so, except for (A) liens with respect to any financing of Xxxxx or Pledgor obtained from a bank, insurance company or institutional investor the proceeds of which are intended to facilitate the execution of Pledgor's business plan, and (B) other liens and encumbrances (other than such liens and encumbrances as exist as of the date of this Agreement) which individually or in the aggregate would not materially impair Patra's ability to conduct its business substantially as currently conducted; or (iv) sell, lease, transfer or otherwise dispose of any of the properties, assets (whether tangible or intangible) or rights of Xxxxx, or permit Xxxxx to do so, except in the ordinary course of business without the prior express written consent of Secured Party;Pledgees; or (v) recapitalize, reorganize, consolidate, acquire the assets of another business or merge Xxxxx with any other entity without the express written consent of Pledgees which consent will not be unreasonably withheld; or (vi) guarantee, endorse or otherwise in any way become directly or contingently liable for or in connection with the obligations of any person or entity other than Xxxxx without the express written consent of Pledgees; or (vii) consent to, or approve of, any amendment to the Certificate of Incorporation or By-Laws of Xxxxx if such amendment would result in a breach or violation of any of Pledgor's agreements or covenants under this Agreement. (b) will notify Secured Party promptly The Pledgor warrants and will, at its own expense, defend the Pledgees' right, title, special property, and security interest in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed Stock against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to claims of any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orperson.

Covenants of Pledgor. Until the final Pledgor covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will 6.1 Pledgor shall perform and comply with all obligations and conditions on its part to be performed hereunder, under the Constituent Agreement and with respect to the Collateral. 6.2 Pledgor shall, so long as any Obligations shall be outstanding, defend its title to the Pledged Collateral and the interest of Administrative Agent in the Collateral pledged hereunder against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests persons whomsoever. 6.3 Pledgor shall not directly or other encumbrancesindirectly create, except the security interestsincur, liens, charges and encumbrances granted assume or suffer to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver exist any liens on or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any part of the Collateral (other than the Lien created by this Agreement and other Permitted Liens). 6.4 Pledgor will not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which Administrative Agent is not named as the sole secured party. 6.5 Except as permitted by the Credit Agreement or this Agreement, Pledgor will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Pledgor's ownership interest or interests in the Pledged Collateral that is a “Financial Asset” Portfolio Entity. As used herein, the transfer of an ownership interest in the Pledged Portfolio Entity includes (i) the sale, assignment, pledge, hypothecation, transfer or “Security Entitlement” other disposition (voluntarily or involuntarily, by gift or otherwise, and whether as security or otherwise) of an equity interest in any Person substantially all of the assets of which consist directly or indirectly of an interest in the Pledged 6.6 Except as permitted by the Credit Agreement, Pledgor shall not terminate, modify or amend the Constituent Agreement. 6.7 Pledgor shall give to Administrative Agent prompt notice of (i) each material demand or notice received or given by it relating to the Constituent Agreement; and (ii) any Default, Event of Default or event which with the giving of notice or the passage of time or both might become an Event of Default (as such terms "Default" and "Event of Default" are defined in Article 8 of the UCC)Constituent Agreement) under the Constituent Agreement, equity securitywhether by the Pledged Portfolio Entity, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock Pledgor or any security convertible into other Person, of which Pledgor has knowledge or exchangeable for stock, a partnership interest or profit interest has received notice. 6.8 If Pledgor in any partnership (general or limited), its capacity as an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any owner of the Pledged Collateral consisting Portfolio Entity receives any income or distribution of Ownership Interests), money or permit property of any kind from the issuer of such Ownership Interest to elect to (including, but not limited to, Pledged Portfolio Entity other than as permitted hereby or by amending or otherwise modifying the formation documents of such issuer), treat any Section 7.2 of the Collateral consisting Credit Agreement, Pledgor shall hold such income or distribution as trustee for and shall deliver the same to Administrative Agent. 6.9 Pledgor will, at all times, keep accurate and complete records of Ownership Interests the Collateral. Pledgor shall permit representatives of Administrative Agent, upon reasonable prior notice, at any time during normal business hours of Pledgor to inspect and make abstracts from Pledgor's books and records pertaining to the Collateral. Upon the occurrence and during the continuation of any Event of Default, at Administrative Agent's request, Pledgor shall promptly deliver copies of any and all such records to Administrative Agent. 6.10 Pledgor shall give Administrative Agent at least 45 days' notice before it changes the location of its place of business, chief executive office or state of organization and shall at the expense of the Pledged Portfolio Entity execute and deliver such instruments and documents as may be required by Administrative Agent to maintain a Financial Asset orprior perfected security interest in the Collateral.

Covenants of Pledgor. Until the final Pledgor covenants and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgoragrees as follows: (a) will 6.1 Pledgor shall perform and comply with all obligations and conditions on its part to be performed hereunder, under the Constituent Agreement and with respect to the Collateral. 6.2 Pledgor shall, so long as any Obligations shall be outstanding, defend its title to the Pledged Collateral and the interest of Administrative Agent in the Collateral pledged hereunder against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests persons whomsoever. 6.3 Pledgor shall not directly or other encumbrancesindirectly create, except the security interestsincur, liens, charges and encumbrances granted assume or suffer to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver exist any liens on or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule; (c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; (d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith; (e) with respect to any part of the Collateral (other than the Lien created by this Agreement and other Permitted Liens). 6.4 Pledgor will not file or authorize or permit to be filed in any jurisdiction any financing statements under the UCC or any like statement relating to the Collateral in which Administrative Agent is not named as the sole secured party. 6.5 Except as permitted by the Credit Agreement or this Agreement, Pledgor will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Pledgor's ownership interest or interests in the Pledged Collateral that is Portfolio Entity. As used herein, the transfer of an ownership interest in the Pledged Portfolio Entity includes (i) the sale, assignment, pledge, hypothecation, transfer or other disposition (voluntarily or involuntarily, by gift or otherwise, and whether as security or otherwise) of an equity interest in any Person substantially all of the assets of which consist directly or indirectly of an interest in the Pledged Portfolio Entity, or (ii) the merger or consolidation of a “Financial Asset” Person referred to in clause (i), with another Person. 6.6 Except as permitted by the Credit Agreement, Pledgor shall not terminate, modify or “Security Entitlement” amend the Constituent Agreement. 6.7 Pledgor shall give to Administrative Agent prompt notice of (i) each material demand or notice received or given by it relating to the Constituent Agreement; and (ii) any Default, Event of Default or event which with the giving of notice or the passage of time or both might become an Event of Default (as such terms "Default" and "Event of Default" are defined in Article 8 of the UCC)Constituent Agreement) under the Constituent Agreement, equity securitywhether by the Pledged Portfolio Entity, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock Pledgor or any security convertible into other Person, of which Pledgor has knowledge or exchangeable for stock, a partnership interest or profit interest has received notice. 6.8 If Pledgor in any partnership (general or limited), its capacity as an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any owner of the Pledged Collateral consisting Portfolio Entity receives any income or distribution of Ownership Interests), money or permit property of any kind from the issuer of such Ownership Interest to elect to (including, but not limited to, Pledged Portfolio Entity other than as permitted hereby or by amending or otherwise modifying the formation documents of such issuer), treat any Section 7.2 of the Collateral consisting Credit Agreement, Pledgor shall hold such income or distribution as trustee for and shall deliver the same to Administrative Agent. 6.9 Pledgor will, at all times, keep accurate and complete records of Ownership Interests the Collateral. Pledgor shall permit representatives of Administrative Agent, upon reasonable prior notice, at any time during normal business hours of Pledgor to inspect and make abstracts from Pledgor's books and records pertaining to the Collateral. Upon the occurrence and during the continuation of any Event of Default, at Administrative Agent's request, Pledgor shall promptly deliver copies of any and all such records to Administrative Agent. 6.10 Pledgor shall give Administrative Agent at least 45 days' notice before it changes the location of its place of business, chief executive office or state of organization and shall at the expense of the Pledged Portfolio Entity execute and deliver such instruments and documents as may be required by Administrative Agent to maintain a Financial Asset orprior perfected security interest in the Collateral.

Covenants of Pledgor. Until the final and indefeasible payment to Secured Party in cash and performance of the The Pledgor Obligations in full, Pledgorcovenants that: (a) The Pledgor will deliver to the Pledgee each item of Collateral hereunder immediately upon the Pledgor's acquisition thereof, and will defend the Pledged Collateral against the all claims and demands of all other parties; will keep persons claiming the Pledged Collateral free from all security interests same or any interest therein; (b) The Pledgor will, promptly upon request by the Pledgee, procure or execute and deliver any documents, deliver to the Pledgee any instruments, give any notices, execute any proxies, execute and file any financing statements or other encumbrancesdocuments, all in form satisfactory to the Pledgee, and take any other actions which are necessary or, in the judgment of the Pledgee, desirable to perfect or continue the perfection and first priority of the Pledgee's security interest in the Collateral, to protect the Collateral against the rights, claims or interests of third persons or to effect the purposes of this Pledge Agreement, and will pay all costs incurred in connection therewith. (c) The Pledgor will not, without the prior written consent of the Pledgee, in any way hypothecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral except that created by this Pledge Agreement, nor will the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not Pledgor sell, transfer, assign, deliver exchange or otherwise dispose of any Pledged the Collateral or any interest therein without therein. If any Collateral, or any interest therein, is sold, transferred, assigned, exchanged or otherwise disposed of in violation of these provisions, the prior written consent security interest of Secured Party; (b) the Pledgee shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and the Pledgor will notify Secured Party promptly hold the proceeds thereof in writing of any change in Pledgor’s addressa separate account for the Pledgee's benefit. The Pledgor will, specified on at the attached Disclosure Schedule; (c) in connection herewithPledgee's request, will execute and deliver to Secured Party transfer such financing statements, assignments and other documents and do such other things reasonably necessary that relate proceeds to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents Pledgee in all public offices requested by Secured Party;kind. (d) The Pledgor will pay and discharge all taxes, assessments and other governmental charges of every nature which may be imposed, levied or assessed levies against the Pledged Collateral, except for taxes that are being diligently contested in good faith;Collateral prior to the delinquency thereof and will keep the Collateral free of all unpaid charges whatsoever. (e) If, while this Pledge Agreement is in effect, any stock dividend, stock split, reclassification, readjustment, reorganization, merger, consolidation or other change in the capital structure, including the creation of any subscription or other rights or other Collateral, is made or declared, or proposed to be made or declared, by the Pledgee or any issuer of the Collateral, all substituted and additional securities issued with respect to any Pledged the Collateral that is and received by Pledgor shall be endorsed in blank by the Pledgor promptly upon receipt thereof or otherwise appropriately transferred to the Pledgee in negotiable form, and all certificates and instruments evidencing such securities shall be delivered to the Pledgee to be held under the terms of this Pledge Agreement in the same manner as and as a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 part of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset orCollateral.