Common use of Covenants of the Pledgors Clause in Contracts

Covenants of the Pledgors. The Ramco Principals, jointly and severally, covenant and agree with the Trust as follows: (i) they will, or they will cause, the Pledgors to, defend the Trust's right, title, claim of possession and Lien in and to the Pledged Collateral against the claims and demands of all Persons; (ii) they will pay and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Pledged Collateral or any part thereof, unless (but only to the extent that) such payment is being contested in good faith and in accordance with law; (iii) they shall not, without the prior written consent of the Trust (which consent shall not be unreasonably withheld), amend or modify, or consent to the amendment or modification of, the organizational documents of Ramco Contributing Parties, the Partnership GP Entities and the Corporate GP Entities; (iv) they will, or they will cause each pledgor to, join with the Trust in executing and file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Trust may reasonably deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Trust's security interest in the Pledged Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to all or any part of the Pledged Collateral without the signature of such pledgor where permitted by law, and agrees to do such further acts and things and to make, execute and deliver to the Trust such additional conveyances, assignments, agreements, instruments and financing statements as the Trust may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Trust its rights, powers and remedies hereunder, and if any pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Trust, as attorney-in-fact for such pledgor may in the name, place and stead of such pledgor, make, execute and deliver any of the foregoing; and (v) notify the Trust in writing forty-five (45) business days prior to the date any pledgor changes its principal place of business or principal residence in the event such 7 284 pledgor is an individual, which notice shall set forth the full and complete new principal place of business or principal residence, as the case may be, of such pledgor.

Covenants of the Pledgors. The Ramco Principals7.1 In addition to and without prejudice to anything else contained in the Finance Documents, jointly and severally, covenant and agree with the Trust as follows: (i) they Pledgors undertake not to do or cause or permit to be done anything which will, or they will causecould be reasonably expected to adversely affect the security or the rights of the Pledgee hereunder, the Pledgors tovalue thereof or the rights of the Pledgee hereunder, defend or cause an Event of Default to occur, or which is in any way inconsistent with or depreciates, jeopardises or otherwise prejudices the Trust's rightSecurity Assets, titlethe security or the rights of the Pledgee under the Finance Documents, claim and, further, to take such action as shall from time to time be necessary to maintain the security rights of possession the Pledgee hereunder. 7.2 In particular (and Lien in and without prejudice to the Pledged Collateral against generality of Clause 7.1 above) the claims Pledgors covenants with the Pledgee that as from the date hereof and demands of all Persons; (ii) they will pay at any time during the Security Period it, subject to Clause 8.1 below and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Pledged Collateral or any part thereof, unless (but only except to the extent that) otherwise permitted by the terms of the Finance Documents (and, in such payment is being contested in good faith and in accordance with law; (iii) they shall notcase, subject to the satisfaction of all applicable conditions thereto), without the prior written consent of the Trust Pledgee: (which consent i) shall not be unreasonably withheldsell, dispose of (other than as required for the operation of the Bank Accounts, collection of Accounts Receivable Claims, the Inventory, the Machinery and Equipment and the Intercompany Loan claims in the ordinary course of their business), amend assign, transfer, further pledge, charge or modifyencumber in any other manner any of the Security Assets or permit to exist any encumbrance or similar security interest on them, except for the charge created by this Agreement; (ii) shall at their own cost, warrant and defend the rights and interest of the Pledgee conferred by this Agreement over the Security Assets against the claims and demands of all persons whomsoever, subject always, to necessary authorisations from the Pledgee; (iii) shall not take any steps or consent knowingly permit or accept any steps to be taken which would or could reasonably be expected to materially and adversely affect the amendment or modification of, interests of the organizational documents of Ramco Contributing Parties, Pledgee in the Partnership GP Entities and the Corporate GP EntitiesSecurity Assets under this Agreement; (iv) they willshall promptly inform the Pledgee in writing of any new intercompany loan to be made available by it, or they will cause each pledgor to, join and simultaneously with the Trust in executing and file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Trust may reasonably deem necessary or desirable and wherever required or permitted entry into by law in order to perfect and preserve the Trust's security interest in the Pledged Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to all or any part it of the Pledged Collateral without relevant intercompany loan agreement grant a first ranking pledge hereunder over (including the signature due and prompt perfection thereof) such intercompany loan in favour of the Pledgee in respect of the Secured Obligations; (v) shall promptly inform the Pledgee in writing of any new bank accounts to be opened by it, and simultaneously with the opening of such pledgor where permitted by law, bank account (other than tax deduction accounts) grant a first ranking pledge hereunder over (including the due and agrees to do prompt perfection thereof) such further acts and things and to make, execute and deliver to the Trust such additional conveyances, assignments, agreements, instruments and financing statements as the Trust may reasonably require or deem advisable to carry into effect the purposes bank account in favour of this Agreement or to further assure and confirm unto the Trust its rights, powers and remedies hereunder, and if any pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Trust, as attorney-in-fact for such pledgor may Pledgee in the name, place and stead of such pledgor, make, execute and deliver any respect of the foregoingSecured Obligations; and (vvi) notify shall promptly inform the Trust in writing forty-five (45) business days prior Pledgee should the Pledgors at any time be informed that there are plans to reconstitute the date legal rights to any pledgor changes its principal place of business or principal residence in the event such 7 284 pledgor is an individual, which notice shall set forth the full and complete new principal place of business or principal residence, as the case may be, of such pledgorSecurity Assets.

Covenants of the Pledgors. The Ramco PrincipalsPledgors covenants and agrees that, jointly and severally, covenant and agree with during the Trust as followsSecurity Period: (ia) they willThe Pledgors shall pay, before any fine, penalty, interest or they will causecost attaches thereto, the Pledgors toall taxes, defend the Trust's right, title, claim of possession and Lien in and to the Pledged Collateral against the claims and demands of all Persons; (ii) they will pay and discharge all Liens, charges, claims, taxes assessments and other governmental chargesor non-governmental charges or levies now or hereafter assessed or levied against the Collateral or upon the Liens provided for herein (except for Liens for taxes and assessments not then delinquent or subject to a bona-fide dispute) as well as pay, or cause to be paid, all claims for labour, materials or supplies which, if unpaid, might become a Lien thereon, and all contractual obligations requiring will retain copies of, and, upon request, permit the Security Trustee or any Secured Party to examine, receipts showing payment of money, before such become overdue, that may affect the Pledged Collateral or any part thereof, unless (but only to the extent that) such payment is being contested in good faith and in accordance with law; (iii) they shall not, without the prior written consent of the Trust (which consent shall not be unreasonably withheld), amend or modify, or consent to the amendment or modification of, the organizational documents of Ramco Contributing Parties, the Partnership GP Entities and the Corporate GP Entities; (iv) they will, or they will cause each pledgor to, join with the Trust in executing and file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Trust may reasonably deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Trust's security interest in the Pledged Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to all or any part of the Pledged Collateral without the signature of such pledgor where permitted by law, and agrees to do such further acts and things and to make, execute and deliver to the Trust such additional conveyances, assignments, agreements, instruments and financing statements as the Trust may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Trust its rights, powers and remedies hereunder, and if any pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Trust, as attorney-in-fact for such pledgor may in the name, place and stead of such pledgor, make, execute and deliver any of the foregoing; and. (vb) notify The Pledgors shall not create, incur, assume or suffer to exist any Lien upon any of the Trust Collateral except pursuant to this pledge. (c) The Pledgors shall not sell, assign or otherwise transfer or dispose of (by operation of law or otherwise) any part of their interest in writing forty-five any of the Collateral save with the express prior written approval of the Majority Lenders under the Loan Agreement. (45d) business days prior to The Pledgors shall not change their corporate name, identity or company structure from the date any pledgor changes its principal name shown on the signature pages hereof or change the location of their place of business if they have one, or their chief executive principal residence office unless the Pledgors shall have given to the Security Trustee at least 30 days prior written notice thereof. (e) The Pledgors confirm that they have waived their pre-emptive rights to purchase any shares in the event Borrower and hereby confirm that waiver and undertake not to revoke such 7 284 pledgor is an individual, which notice shall set forth waiver for the full and complete new principal place duration of business or principal residence, as the case may be, of such pledgorSecurity Period.

Covenants of the Pledgors. The Ramco PrincipalsEach Pledgor, jointly as to itself and severallyits Pledged Collateral, covenant and agree with the Trust as followsshall: (ia) they will, or they will cause, Perform each and every covenant in any of the Pledgors to, defend the Trust's right, title, claim Loan Documents applicable to such Pledgor; (b) At all times keep at least one complete set of possession and Lien in and to its records concerning the Pledged Collateral against pledged by such Pledgor hereunder at such Pledgor’s respective Chief Executive Office as set forth in Schedule B hereto, and not change the claims and demands location of all Personssuch Chief Executive Office or of such records without giving the Collateral Agent at least thirty (30) days prior written notice thereof; (c) Not permit any Issuer that is a general partnership, limited partnership or limited liability company to: (i) authorize the amendment of or amend the Governing Documents of such Issuer or (ii) they will pay and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Pledged Collateral or any part thereof, unless (but only to the extent that) such payment Capital Stock is being contested in good faith and in accordance with law; (iii) they shall notuncertificated, authorize the issuance of or issue certificates evidencing the Capital Stock of such Issuer without the prior written consent of the Trust Collateral Agent (which consent shall not be unreasonably withheld), amend or modify, or consent to the amendment or modification of, the organizational documents of Ramco Contributing Parties, the Partnership GP Entities and the Corporate GP Entities; (ivd) they willTo the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Credit Agreement or this Agreement to be paid by any Issuer to any Pledgor; and (e) Upon receipt by such Pledgor of any notice, report, or they will cause each pledgor to, join with other communication from the Trust in executing and file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Trust may reasonably deem necessary Issuer or desirable and wherever required or permitted by law in order to perfect and preserve the Trust's security interest in the any Holder of its Pledged Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to materially affecting all or any part of the Pledged Collateral without the signature Collateral, promptly deliver a copy of such pledgor where permitted by lawnotice, and agrees to do such further acts and things and to make, execute and deliver report or other communication to the Trust such additional conveyancesCollateral Agent, assignments, agreements, instruments and financing statements as the Trust may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Trust its rights, powers and remedies hereunder, and if any pledgor shall fail to execute any such additional conveyances, assignments, agreements, instruments or financing statements, the Trust, as attorney-in-fact for such pledgor may but in the name, place and stead of such pledgor, make, execute and deliver any of the foregoing; and (v) notify the Trust in writing forty-no event later than five (455) business days prior to following the date any pledgor changes its principal place of business or principal residence in the event receipt thereof by such 7 284 pledgor is an individual, which notice shall set forth the full and complete new principal place of business or principal residence, as the case may be, of such pledgorPledgor.

Covenants of the Pledgors. The Ramco PrincipalsDuring the term of this Agreement, jointly and severally, covenant and agree with the Trust as followsPledgors shall: (i) they willexecute and deliver, or they will causewithin the terms stated in this Agreement, all the Pledgors todocuments and instruments and carry out any other action deemed necessary, defend as the Trust's rightPledgee may reasonably consider, titlein order to create, claim perfect, maintain and protect the Securities Pledge over the Securities that is created in terms of possession and Lien in this Agreement, and to allow the Pledged Collateral Pledgee to exercise its rights in terms of this Agreement, defending at any time the rights, title and interests of the Pledgee with respect to the Securities against the any claims and demands resources of all Personsany Person other than the Pledgee; (ii) they will pay and discharge all Liensnot constitute., chargesincur, claimsassume or permit the existence of any Lien or guaranty or option in favor of, taxes and other governmental chargesor claim of any Person, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Pledged Collateral or any part thereof, unless (but only with regards to the extent that) such payment is being contested in good faith and in accordance with lawSecurities, either currently or hereinafter subscribed, except for the Securities Pledge; (iii) they shall notnot sell, transfer, assign, grant the use over, deliver, transfer to a trust, license, or dispose in any other manner, nor create any option over the Securities or any rights in connection with THE Securities, without the prior written consent of the Trust (which consent shall not be unreasonably withheld), amend or modify, or consent to the amendment or modification of, the organizational documents of Ramco Contributing Parties, the Partnership GP Entities and the Corporate GP EntitiesPledgee; (iv) they willpay any and all taxes, determinations and any other charges of any nature that may be imposed or determined against of, or they will cause each pledgor to, join with respect to the Securities or in connection with the Trust dividends and interests (including, without limitation, the Distributions) and all any other distributions in executing and file and refile under connection with the Uniform Commercial Code Securities (other than the taxes payable by the Company in connection with any of such financing statementsdistributions), continuation statements and other documents in such offices as well as derived from this Agreement, the Trust may reasonably deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Trust's security interest in the Pledged Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to all or any part deposit of the Pledged Collateral without Securities in Indeval or the signature execution procedure provided in Clause Tenth of such pledgor where permitted by law, this Agreement. (v) hold the Administrator and agrees to do such further acts Executor free and things and to make, execute and deliver to harmless for the Trust such additional conveyances, assignments, agreements, instruments and financing statements as the Trust may reasonably require or deem advisable to carry into effect the purposes exercise of their corresponding duties in terms of this Agreement and from any other claim against the Executor or to further assure and confirm unto the Trust its rightsAdministrator that may arise from the exercise of the corresponding agency, powers and remedies hereunderincluding, and if any pledgor shall fail to execute any such additional conveyanceswithout limitation, assignments, agreements, instruments or financing statements, the Trust, as attorney-in-fact for such pledgor may in the name, place and stead of such pledgor, make, execute and deliver by any of the foregoingactions described in paragraph (b) of Clause Fourth of this Agreement, as well as to bare any costs and expenses incurred by the Administrator and/or Executor by exercising its corresponding duties; (vi) maintain the Brokerage Agreements in full force and effect, as well as any other documents or instructions in connection with and/or derived from such Brokerage Agreements; and (vvii) notify in general, comply with their obligations derived from this Agreement. The foregoing, provided that the Trust Pledgors shall only bare and pay their own expenses and fees and, in writing forty-five (45) business days prior to no way shall bare those of the date Pledgee, nor its advisors or representatives of any pledgor changes its principal place of business or principal residence in the event such 7 284 pledgor is an individual, which notice shall set forth the full and complete new principal place of business or principal residence, as the case may be, of such pledgorkind.