Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion: (a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records of the entity in which an Interest is held by Pledgor. (b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices. (c) Pledgor will not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity. (d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage. (e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor. (f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity. (g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities. (h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.
Appears in 5 contracts
Samples: Pledge and Security Agreement (Adcare Health Systems Inc), Pledge and Security Agreement (Adcare Health Systems Inc), Pledge and Security Agreement (Adcare Health Systems Inc)
Covenants of Pledgor. Pledgor hereby covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretionfollows:
(a) To permit Pledgeedo or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Collateral, or and to defend, at its representativessole expense, upon reasonable notice given by Pledgee, the title to review the books Collateral and records any part of the entity in which an Interest is held by Pledgor.Collateral;
(b) Within thirty (30) days following To cooperate fully with Agent’s efforts to preserve the close of each monthly accounting period Collateral and within sixty (60) days following to take such actions to preserve the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (Collateral as Agent may in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.good faith direct;
(c) Pledgor will not consent To cause Company to allow the entity maintain proper books of record and account in which an Interest is held by Pledgorfull, directly or indirectly, to sell, transfer, or otherwise dispose true and correct entries are made of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, dealings and transactions in relation to consolidate with, merge, or liquidate into such entity.the Collateral;
(d) Pledgor will use To deliver and deposit with the Agent immediately upon the execution and delivery of this Agreement in pledge, all of such Pledgor’s best efforts certificates, instruments or other documents comprising or evidencing the Ownership Interests or other Collateral, and to cause execute and deliver to Agent one or more transfer powers, substantially in the entity form of Schedule III attached hereto or otherwise in form and content satisfactory to Agent, pursuant to which an Interest is Pledgor assigns, in blank, all Ownership Interests and other Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage Agent as part of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damageCollateral.
(e) Pledgor will use its best efforts To deliver immediately to cause Agent any certificates that may be issued following the entity in date of this Agreement representing the Ownership Interests or other Collateral, and to execute and deliver to Agent one or more Transfer Powers, which an Interest is such Transfer Powers shall be held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any Agent as part of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor.Collateral;
(f) Pledgor shall at no To execute and deliver to Agent such financing statements as Agent may request with respect to the Ownership Interests, and to take such other steps as Agent may from time cause to time reasonably request to perfect Agent’s security interest in the Ownership Interests under applicable law;
(g) Not to sell, discount, allow credits or permit allowances, assign, extend the time for payment on, convey, lease, assign, transfer or conveyanceotherwise dispose of the Collateral or any part of the Collateral, except for Permitted Liens (as defined in the Credit Agreement);
(h) After an Event of Default under the Financing Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would in any manner, such case violate or be inconsistent with any of the Interest 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;
(i) 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, for its benefit and the benefit of the Lenders, and except for other Permitted Liens (as defined in the Credit Agreement);
(j) That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to be pledged to Agent, for its benefit and the benefit of the Lenders, pursuant to any party or entity.of the Financing Documents, which Ownership Interests are not already Pledged Interests, within ten (10) Business Days deliver to Agent 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 Pledgor shall pledge to Agent, for its benefit and the benefit of the Lenders, all of such additional Ownership Interests. Prior to the delivery thereof to Agent, all such additional Ownership Interests shall be held by Pledgor separate and apart from its other property and in express trust for Agent, for its benefit and the benefit of the Lenders;
(gk) That Pledgor will defend Pledgee’s right, title and security interest in and consents to the Collateral admission of Agent (and the proceeds thereof against the claims and demands its assigns or designee) as a member, partner or stockholder of all persons or entities.
(h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at Company upon Agent’s acquisition of any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunderOwnership Interests; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.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 jointly and severally covenants as follows that from and agrees that so long as any amounts due to Pledgee pursuant to after the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretiondate hereof:
(a) To permit PledgeeWithout the prior written consent of Secured Party, no Pledgor shall, either directly or indirectly, mortgage, sell, dispose of (whether directly or indirectly), hypothecate, pledge, create a security interest or lien upon, encumber, give or place in trust, any of the Merchant Accounts owned by Pledgor, or its representativesany other Collateral owned by such Pledgor, upon reasonable notice given by Pledgee, to review until the books and records date on which all of the entity Secured Obligations have been fully and indefeasibly paid in which an Interest is held by Pledgorfull and otherwise performed.
(b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.
(c) Pledgor will not consent to allow the entity in which an Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity.
(d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage.
(e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor.
(f) Each Pledgor shall defend, at no time cause or permit the transfer or conveyancePledgors’ cost, in any manner, of the Interest or any of the Collateral to any party or entity.
(g) Pledgor will defend PledgeeSecured Party’s right, title and security interest in and to the Merchant Accounts or any other Collateral as applicable, against all Persons and the proceeds thereof against the all claims and demands of all persons or entitieswhatsoever.
(hc) Each Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee nowpromptly notify Secured Party, and in writing, of the imposition at any time of any claim, option, lien or times hereafter at encumbrance upon or against all or any portion of the request Merchant Accounts and/or any other Collateral.
(d) Each Pledgor shall, on Secured Party’s demand, furnish further reasonable assurance of Pledgeeits title with respect to the Merchant Accounts, all documentsor any other Collateral, instruments, letters execute any written agreement or do any other act reasonably necessary to effectuate the purposes and provisions of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits this Pledge Agreement and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted execute any instrument or statement required by Pledgor pursuant to this Agreement, and law or otherwise in order to consummate fully all perfect, continue or terminate the security interest of Secured Party in the Merchant Accounts and the other Collateral.
(e) Each Pledgor shall promptly provide Secured Party with true and complete copies of any amendment or supplement to, or waiver under, its organizational documents.
(f) Each Pledgor shall promptly (i) notify Secured Party of any notice from any Merchant Bank regarding any change to the Collateral and/or Merchant Accounts, and (ii) provide Secured Party with true and complete copies of any correspondence from any Merchant Bank related thereto.
4.2. In no event shall any 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 (i) the validity, enforceability, perfection or priority of the transactions contemplated security interests granted herein, or (ii) the value of the Collateral, or (iii) the ability of Secured Party to realize upon its remedies provided in this Pledge Agreement or under the Code.
4.3. Upon the occurrence and during the continuance of an Event of Default under the Note, all Proceeds of the Collateral received by Pledgor shall be promptly delivered to Secured Party, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Secured Party, and pending such delivery, such Proceeds shall be held in trust for Secured Party; and such Proceeds shall be applied to the Secured Obligations secured hereby pursuant to the terms of the Note.
4.4. Each Pledgor authorizes Secured Party, at the expense of Pledgors, to execute and file any financing statement or statements deemed necessary by Secured Party to perfect its security interest in the Collateral. Each Pledgor will sign, if required, and deliver any financing statements and other documents and perform such other acts as Secured Party deems necessary or desirable from time to time to establish and maintain in favor of Secured Party valid and perfected first priority security interest in the Collateral, free of all other liens, encumbrances, security interests and claims. Each Pledgor shall also furnish to Secured Party 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 take such actions as Secured Party may deem reasonably necessary or desirable from time to time to establish valid security interests in and to further protect and perfect its interest in the Collateral.
4.5. Each Pledgor upon demand shall pay to Secured Party the amount of any and all expenses, including the reasonable fees and disbursements of counsel and of any experts and Secured Party’s, which Secured Party may incur in connection with: (i) the custody (for which such expenses shall be reasonable), preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (ii) the exercise or enforcement of any of the rights of Secured Party hereunder; and in connection therewithor (iii) the failure by any Pledgor to perform or observe any of the provisions hereof after the expiration of any applicable notice and/or cure periods.
4.6. Within ten (10) days of execution of this Pledge Agreement, Pledgor hereby irrevocably makesshall use its best efforts to cooperate with Secured Party to obtain and execute, constitutes along with each Merchant Bank, such Merchant Bank’s form of pledge agreement with respect to the Collateral and/or Merchant Accounts held by such Merchant Bank.
4.7. None of the Collateral and/or Merchant Accounts shall be subject to setoff, deduction or counterclaim, and appoints Pledgee as its true shall be free and lawful attorney with power to sign clear of and without any deduction or withholding for or on account of any taxes, levies, duties, charges, fees, restrictions or conditions of any nature now or hereafter imposed by any federal, state, country or local government or any political subdivision or taxing authority thereof or therein. Without limiting the name foregoing, the breach by any Pledgor of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date covenants set forth in this Section 4 shall constitute an “Event of such requestDefault” under the Note.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Morlex Inc /Co), Pledge and Security Agreement (Commerce Planet)
Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an the Interest is held by Pledgor to conform with (a) — (h) below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion:
(a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records of the entity in which an the Interest is held by Pledgor.
(b) Within thirty (30) days following the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies of the entities’ (in which an Interest is held by Pledgor) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practices.
(c) Pledgor will not consent to allow the entity in which an the Interest is held by Pledgor, directly or indirectly, to sell, transfer, or otherwise dispose of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entity.
(d) Pledgor will use Pledgor’s best efforts to cause the entity in which an the Interest is held by Pledgor to maintain, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated and in amounts of not less than the full replacement value for property damage.
(e) Pledgor will use its best efforts to cause the entity in which an the Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor.
(f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity, provided, however, that Pledgor may grant to Huntington National Bank, a subordinate security interest in the Collateral.
(g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities.
(h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may reasonably request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.
Appears in 1 contract
Samples: Pledge and Security Agreement (Adcare Health Systems, Inc)
Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — Pledgor agrees in general: (hi) belowto indemnify Secured Party against all losses, claims, demands, liabilities and expenses of every kind caused by exercising Pledgor’s voting rights property subject hereto; (ii) to pay all costs and management rights expenses, including reasonable attorneys' fees, incurred by Secured Party any time after the occurrence of an Event of Default under the Lease or as such costs and expenses relate to a breach by Pledgor of any representation or warranty contained in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretion:
(a) To permit Pledgee, or its representatives, upon reasonable notice given by Pledgee, to review the books and records Article 3 of the entity Purchase Agreement, in the realization, enforcement and exercise of its rights, powers and remedies hereunder; (iii) to permit Secured Party to exercise its powers; (iv) to execute and deliver such documents as Secured Party deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change its chief place of business or the place where Pledgor keeps any records concerning the Pledged Owner's Shares without first giving Secured Party written notice of the address to which an Interest Pledgor is held by Pledgormoving same.
(b) Within thirty Pledgor agrees with regard to the Security Fund: (30i) days following not to permit any lien on the close Security Fund except in favor of each monthly accounting period and within sixty Secured Party; (60ii) days following the close not to withdraw any funds from any deposit account pledged to Secured Party hereunder without Secured Party's prior written consent; (iii) not to sell, hypothecate or otherwise dispose of each fiscal year, Pledgor will provide Pledgee with copies any of the entities’ Pledged Owner's Shares or any interest therein, without the prior written consent of Secured Party; (in which an Interest is held by Pledgoriv) financial statements showing the results of operations for such period and a balance sheet as of the last day of such period. Such financial statements shall be the same as those used by the entities’ management and shall be prepared by such entities’ controller or independent accountant to keep, in accordance with generally accepted accounting principles consistent with such entities’ past practices.
principles, complete and accurate records regarding all Pledged Owner's Shares and to permit Secured Party to inspect the same at any reasonable time; (cv) Pledgor will not consent to allow if requested by Secured Party following an Event of Default under the entity in which Lease or an Interest is held by Pledgor, directly or indirectlyIndemnity Event, to sellreceive and use reasonable diligence to collect proceeds from the Pledged Owner's Shares, transfer, in trust and as part of the Security Fund to be held in accordance with Section 2(a) above; (vi) not to commingle Pledged Owner's Shares with other property; (vii) to provide any service and do any other acts or otherwise dispose things necessary to keep the Pledged Owner's Shares free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Pledged Owner's Shares consists of securities and so long as no Event of Default or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entityIndemnity Event exists, to consolidate withvote said securities and to give consents, merge, or liquidate into such entity.
(d) Pledgor will use Pledgor’s best efforts to cause the entity in which an Interest is held by Pledgor to maintain, with financially sound waivers and reputable insurers, insurance ratifications with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Secured Party's interest in the same Security Fund or similar business and similarly situated and in amounts be inconsistent with or violate any provisions of not less than the full replacement value for property damage.
(e) Pledgor will use its best efforts to cause the entity in which an Interest is held by Pledgor to pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of its properties or assets or in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made therefor.
(f) Pledgor shall at no time cause or permit the transfer or conveyance, in any manner, of the Interest or any of the Collateral to any party or entity.
(g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities.
(h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.
Appears in 1 contract
Samples: Lease (Golf Trust of America Inc)
Covenants of Pledgor. Pledgor covenants and agrees that so long as any amounts due to Pledgee agrees, until the Guaranty Obligations have been paid and performed in full or until Pledgor’s Guaranty Obligations under this Pledge Agreement have been otherwise terminated pursuant to the Note have not been received in full by Pledgee, Pledgor will perform and observe each and all of the following covenants, and to cause the entity in which an Interest is held by Pledgor to conform with (a) — (h) Section 18 below, by exercising Pledgor’s voting rights and management rights in a manner consistent with this Section 5, unless otherwise agreed to in writing by Pledgee in its sole discretionthat:
(a) To permit PledgeeWithout the prior written consent of the Requisite Banks, Pledgor shall not sell, assign, transfer, pledge, or its representatives, upon reasonable notice given by Pledgee, otherwise encumber any of Pledgor’s rights in or to review the books and records of Pledged Collateral or the entity in which an Interest is held by PledgorTransferred Assets or any unpaid dividends or other distributions or payments with respect thereto or xxxxx x Xxxx therein.
(b) Within thirty (30) days following Pledgor shall, at Pledgor’s own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action, and cause TEM to take all such action, as Banks and Agent from time to time may reasonably request in order to ensure to Banks and Agent the close of each monthly accounting period and within sixty (60) days following the close of each fiscal year, Pledgor will provide Pledgee with copies benefits of the entities’ (Lien in which an Interest is held and to the Pledged Collateral intended to be created by Pledgor) financial statements showing this Pledge Agreement and to effect the results of operations for such period and a balance sheet as payment or transfer of the last day of such period. Such financial statements shall be the same as those used by the entities’ management Transferred Assets to Banks and shall be prepared by such entities’ controller or independent accountant in accordance with generally accepted accounting principles consistent with such entities’ past practicesAgent.
(c) Pledgor will not consent shall maintain, preserve and defend the title to allow the entity Pledged Collateral and the Lien of Banks and Agent thereon and Banks’ and Agent’s rights in which an Interest is held by Pledgor, directly or indirectly, and to sell, transfer, or otherwise dispose the Transferred Assets against the claim of all or substantially all of its properties or assets, or consolidate with, merge or liquidate into, any other corporation or entity, or permit any other corporation or entity, to consolidate with, merge, or liquidate into such entityPerson.
(d) Pledgor will use Pledgor’s best efforts to cause the entity in shall, upon obtaining any additional preference shares of TEM or TL which an Interest is held by Pledgor to maintainare not already Pledged Collateral, with financially sound and reputable insurers, insurance with respect to its business and properties against loss and damage of the kinds customarily insured against by corporations of established reputation engaged in the same or similar business and similarly situated promptly (and in amounts of not less than any event within three (3) Business Days), deliver to the full replacement value for property damageAgent or its designated bailee the certificates representing the additional preference shares which are to be pledged pursuant to this Pledge Agreement.
(e) The Pledgor will use its best efforts not take any action which would cause either TEM or TL to cause issue any preference shares (in the entity case of TL), any additional preference shares (in which an Interest is held by Pledgor to pay the case of TEM) or cause to be paid any other class of shares without the prior written consent of the Agent and all taxes, assessments and other governmental charges levied upon any of its properties or assets or Banks in respect of its franchise, business, income or profits before the same becomes delinquent, except that, unless and until foreclosure, distraint, sale or other similar proceedings have been commenced, no such charge need be paid if contested in good faith and by appropriate proceedings promptly initiated and diligently conducted and a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, shall have been made thereforeach instance.
(f) The Pledgor shall at no time cause will not amend or permit consent to any amendment to the transfer memorandum of continuance or conveyancethe memorandum of association, in any manneras applicable, or bye-laws of TEM or TL without the prior written consent of the Interest or any of the Collateral to any party or entityAgent and all Banks in each instance.
(g) Pledgor will defend Pledgee’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons or entities.
(h) Pledgor shall execute and deliver or cause to be executed and delivered to Pledgee now, and at any time or times hereafter at the request of Pledgee, all documents, instruments, letters of direction, notices, reports, acceptance receipts, financing statements, consents, waivers, affidavits and certificates as Pledgee may request, in a form satisfactory to Pledgee, to perfect and maintain a perfected first lien and security interest granted by Pledgor pursuant to this Agreement, and in order to consummate fully all of the transactions contemplated hereunder; and in connection therewith, Pledgor hereby irrevocably makes, constitutes and appoints Pledgee as its true and lawful attorney with power to sign the name of Pledgor to any such document, instrument, letter of direction, notice, report, acceptance, receipt, consent, waiver, affidavit or certificate; provided, Pledgor has not complied with Pledgee’s request to execute such document within seven (7) days from the date of such request.
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