Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties; (ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received; (iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests; (iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests; (v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and (vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 10 contracts
Samples: Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days thirty (30) days (or such longer period as Agent in its Permitted Discretion may agree) of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent (provided that such request shall be deemed to have been automatically given in connection with an Event of Default under Section 11.05 of the Credit Agreement), all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same would be prohibited by the Credit Agreement;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all reasonably necessary approvals and making all reasonably necessary filings under federal, state, local, or foreign local law in connection with of the United States to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership AgreementAgreement and held by any Grantor, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of in each case, unless the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, Grantors take such steps as shall be reasonably requested by Agent to provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictiona perfected security interest therein.
Appears in 4 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement, Term Loan Credit Agreement (OCI Partners LP)
Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (icollectively, the “Securities Act”) If and applicable state securities laws, Administrative Agent may be compelled, with respect to any Grantor shall receive sale of all or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect part of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by conducted without prior registration or qualification of such Investment Related Property under the Grantors in trust for the benefit of Secured Parties segregated from Securities Act and/or such Grantor’s state securities laws, to limit purchasers to those who will agree, among other propertythings, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on acquire the Investment Related Property pledged hereunder for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale or transfer thereof; may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, notwithstanding such circumstances, each Grantor hereby representsagrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, warrants even if such issuer would, or should, agree to so register it. During the continuation of an Event of Default, Administrative Agent may exercise its right to sell any or all of the Investment Related Property, and covenants that the Pledged Interests issued pursuant to such agreement (A) are not upon written request, each Grantor shall and shall use its best efforts to cause, each issuer of any Investment Related Property to be sold hereunder, from time to time to furnish to Administrative Agent all such information as Administrative Agent may request in order to determine the number and nature of interest, shares, or other instruments included in the Investment Related Property which may be sold by Administrative Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. In case of any sale of all or any part of the Investment Related Property on credit or for future delivery, such Collateral so sold may be retained by Administrative Agent until the selling price is paid by the purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such assets so sold and in case of any such failure, such Collateral may again be dealt in sold upon like notice. Administrative Agent, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or traded on securities exchanges suits at law or in securities markets, (B) do not equity to foreclose security interests created hereunder and will not constitute investment company securities, and (C) are not and will not be held by sell such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership AgreementsInvestment Related Property, or any other agreements governing any portion thereof, under a judgment or decree of the Pledged Interests issued under any Pledged Operating Agreement a court or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 courts of the Uniform Commercial Code as in effect in any relevant competent jurisdiction.
Appears in 4 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after Upon the date hereofoccurrence and during the continuance of an Event of Default, it shall promptly (and in any event within 2 Business Days following the request of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All Lender, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor Loan Party shall be held by the Grantors such Loan Party in trust for the benefit of Secured Parties Lender segregated from such GrantorLoan Party’s other property, and such Grantor Loan Party shall deliver it forthwith promptly to the Secured Parties Lender in the exact form received;; and
(ii) Each Loan Party shall cooperate with Lender in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Related Property or to effect any sale or transfer thereof.
(iii) If any Loan Party shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in any event within two (2) Business Days of acquiring or obtaining such Collateral) deliver to Lender a duly executed Pledged Interests Addendum identifying such Pledged Interests;
(iv) Each Grantor Loan Party shall promptly deliver to Secured Parties Lender a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(ivv) No Grantor Loan Party shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, Agreement or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests in each case if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor Loan Party hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Loan Party in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article Section 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 4 contracts
Samples: Credit and Security Agreement (IES Holdings, Inc.), Credit and Security Agreement (IES Holdings, Inc.), Credit and Security Agreement (Integrated Electrical Services Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Partiesthe Agent;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties the Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties the Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Purchase Agreement;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining obtain all necessary approvals and making make all necessary filings under federal, state, local, or foreign law Law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide Agreement provides or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 3 contracts
Samples: Security Agreement (Elephant Talk Communications Corp), Security Agreement (Ants Software Inc), Security Agreement (Ants Software Inc)
Investment Related Property. (i) If any Grantor Pledgor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor Pledgor shall be held by the Grantors Pledgors in trust for the benefit of Secured Parties Agent segregated from such GrantorPledgor’s other property, and such Grantor Pledgor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received; provided, however, that cash dividends received by any Pledgor, if and to the extent they are not prohibited by the Credit Agreement, may be retained by such Pledgor so long as no Event of Default has occurred or is continuing;
(iii) Each Grantor Pledgor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor Pledgor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor Pledgor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor Pledgor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 3 contracts
Samples: Pledge Agreement, Pledge Agreement (155 East Tropicana, LLC), Parent Pledge Agreement (Oasis Interval Ownership, LLC)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 two (2) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which constituting Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder which is Collateral or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
Appears in 3 contracts
Samples: Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.)
Investment Related Property. (ia) If an Event of Default has occurred and is continuing, each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Grantor shall receive Investment Related Property by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or become entitled may determine that a public sale is impracticable or not commercially reasonable and accordingly may resort to receive any Pledged Interests after the date hereofone or more private sales thereof to a restricted purchaser or group of purchasers who will agree, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice among other things, to Secured Parties;
(ii) All sums of money and property paid or distributed in respect of acquire the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other propertytheir own account, for investment and such Grantor shall deliver it forthwith not with a view to the Secured Parties in the exact form received;
(iii) distribution or resale thereof. Each Grantor shall promptly deliver acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to Secured Parties a copy of registration statement under the Securities Act) and, notwithstanding such circumstances, each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties any such private sale shall be deemed to have been made in obtaining all necessary approvals a commercially reasonable manner and making all necessary filings under federal, state, local, or foreign law that the Collateral Agent shall have no obligation to engage in connection with public sales and no obligation to delay the Security Interests on the sale of any Investment Related Property pledged hereunder for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or any sale under applicable state securities laws, even if such issuer would, or transfer thereof; andshould, agree to so register it.
(vib) As [Intentionally Omitted].
(c) During the continuance of an Event of Default, and subject to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership the terms of the Intercreditor Agreement, each upon notice by the Collateral Agent to the relevant Grantor hereby representsor Grantors, warrants and covenants that (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Interests issued pursuant Collateral and make application thereof to such agreement the Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) are not any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in so doing.
(d) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto after an Event of Default has occurred and is continuing and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or traded cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on securities exchanges the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default.
(e) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral constituting Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in securities markets, writing that (A) states that an Event of Default has occurred and is continuing and (B) do not and will not constitute investment company securitiesis otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and (C) are not and will not be held by such each Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to such Pledged Interests are securities governed by Article 8 Collateral directly to the Collateral Agent.
(f) The Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, in its discretion and without notice to the Uniform Commercial Code as Grantor, to transfer to or to register in effect its name or in the name of its nominees any relevant jurisdictionInvestment Related Property constituting Collateral;
(g) The Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, to exchange any certificate or instrument representing or evidencing any Investment Related Property constituting Collateral for certificates or instruments of smaller or larger denominations.
Appears in 3 contracts
Samples: Pledge and Security Agreement, Credit Agreement (Zekelman Industries, Inc.), Pledge and Security Agreement (CommScope Holding Company, Inc.)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 three (3) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Indenture or any Permitted Additional Pari Passu Debt Documents;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) to the extent that (x) the such Pledged Interests are “securities” for purposes of Articles 8 and 9 of the Code or (y) that the applicable Pledged Company has elected to have such Pledged Interests treated as “securities” for such purposes, shall be certificated, (B) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (BC) do not and will not constitute investment company securities, and (CD) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 3 contracts
Samples: Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 2 contracts
Samples: Security Agreement (Servicesource International LLC), Security Agreement (Bell Industries Inc /New/)
Investment Related Property. (i) If any Grantor shall receive acquire, obtain, or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 10 Business Days of receipt thereof, unless a longer period of time for delivery is permitted by Section 8.12 of the Credit Agreement with respect to such Pledged Interests) identify deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests and all certificates, agreements or instruments in a written notice respect of such Pledged Interests, together with undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to Secured Partiesthe Collateral Agent and such other instruments and documents as the Collateral Agent may reasonably request to perfect (or obtain control with respect to) the Collateral Agent’s security interest in such Pledged Interests;
(ii) All From and after the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties the Collateral Agent segregated from such Grantor’s other property, and and, upon the written request of the Collateral Agent, such Grantor shall deliver it such money and property forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each From and after the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Secured Parties the Collateral Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests[Reserved];
(v) Each Grantor agrees that it will cooperate with Secured Parties the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, local or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountSecurities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.jurisdiction (unless such Pledged Interests are certificated and have been pledged and delivered to the Collateral Agent in accordance with the terms hereof);
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Jill Intermediate LLC)
Investment Related Property. (i) If any Grantor Pledgor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor Pledgor shall be held by the Grantors Pledgors in trust for the benefit of Secured Parties Agent segregated from such GrantorPledgor’s other property, and such Grantor Pledgor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received; provided, however, that cash dividends received by any Pledgor, if and to the extent they are not prohibited by the Indenture, may be retained by such Pledgor so long as no Event of Default has occurred or is continuing;
(iii) Each Grantor Pledgor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor Pledgor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Indenture Documents and the Xxxxx Fargo Pledge Agreement and other documents in connection with the Xxxxx Fargo Credit Agreement;
(v) Each Grantor Pledgor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor Pledgor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 2 contracts
Samples: Pledge Agreement (155 East Tropicana, LLC), Pledge Agreement (Oasis Interval Ownership, LLC)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured Parties;
(ii) All Upon the request of the Collateral Agent during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith promptly to the Secured Parties in the exact form received;
(iii) Each The Grantor shall promptly deliver to the Secured Parties a copy of each material notice or other written communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
(vii) If at any time the Grantor’s ownership interest in Resonant LLC shall become certificated, the Grantor shall promptly deliver to the Collateral Agent the original certificate or certificates representing such ownership, together with membership interest powers executed in blank relating thereto.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured Parties;
(ii) All Upon the request of the Collateral Agent during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith promptly to the Collateral Agent (on behalf of all Secured Parties Parties) in the exact form received;
(iii) Each The Grantor shall promptly deliver to the Secured Parties a copy of each material notice or other written communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case, that could reasonably be expected to materially adversely affect the Collateral Agent or the Secured Parties;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties in obtaining all necessary approvals and making all necessary filings under federalfederal and state law, stateand, localupon the request of the Collateral Agent during the continuance of an Event of Default, or under foreign law law, in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Atomera Inc), Security Agreement (Atomera Inc)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured Parties;
(ii) All Upon the request of the Collateral Agent during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith promptly to the Secured Parties in the exact form received;
(iii) Each The Grantor shall promptly deliver to the Secured Parties a copy of each material notice or other written communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured PartiesParty;
(ii) All Upon the request of the Secured Party during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties Party segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith promptly to the Secured Parties Party in the exact form receivedreceived (subject to Section 26);
(iii) Each The Grantor shall promptly deliver to the Secured Parties Party a copy of each material notice or other written communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (Resonant Inc), Exchange Agreement (Resonant Inc)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured PartiesParty;
(ii) All Upon the request of the Secured Party during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties Party segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith promptly to the Secured Parties Party in the exact form receivedreceived (subject to Section 26);
(iii) Each The Grantor shall promptly deliver to the Secured Parties Party a copy of each material notice or other written communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
(vii) If at any time the Grantor’s ownership interest in Resonant LLC shall become certificated, the Grantor shall promptly deliver to the Secured Party (subject to Section 26) the original certificate or certificates representing such ownership, together with membership interest powers executed in blank relating thereto.
Appears in 2 contracts
Samples: Security Agreement (Resonant Inc), Exchange Agreement (Resonant Inc)
Investment Related Property. (ia) If an Event of Default has occurred and is continuing, each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Grantor shall receive Investment Related Property by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or become entitled may determine that a public sale is impracticable or not commercially reasonable and accordingly may resort to receive any Pledged Interests after the date hereofone or more private sales thereof to a restricted purchaser or group of purchasers who will agree, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice among other things, to Secured Parties;
(ii) All sums of money and property paid or distributed in respect of acquire the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other propertytheir own account, for investment and such Grantor shall deliver it forthwith not with a view to the Secured Parties in the exact form received;
(iii) distribution or resale thereof. Each Grantor shall promptly deliver acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to Secured Parties a copy of registration statement under the Securities Act) and, notwithstanding such circumstances, each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties any such private sale shall be deemed to have been made in obtaining all necessary approvals a commercially reasonable manner and making all necessary filings under federal, state, local, or foreign law that the Collateral Agent shall have no obligation to engage in connection with public sales and no obligation to delay the Security Interests on the sale of any Investment Related Property pledged hereunder for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or any sale under applicable state securities laws, even if such issuer would, or transfer thereof; andshould, agree to so register it.
(vib) As [Intentionally Omitted].
(c) During the continuance of an Event of Default, and subject to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership the terms of the Intercreditor Agreement, each upon notice by the Collateral Agent to the relevant Grantor hereby representsor Grantors, warrants and covenants that (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Interests issued pursuant Collateral and make application thereof to such agreement the Obligations in the order set forth in the ABL Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) are not any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be dealt responsible for any failure to do so or delay in so doing.
(d) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto after an Event of Default has occurred and is continuing and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or traded cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on securities exchanges the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default.
(e) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral constituting Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in securities markets, writing that (A) states that an Event of Default has occurred and is continuing and (B) do not and will not constitute investment company securitiesis otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and (C) are not and will not be held by such each Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to such Pledged Interests are securities governed by Article 8 Collateral directly to the Collateral Agent.
(f) The Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, in its discretion and without notice to the Uniform Commercial Code as Grantor, to transfer to or to register in effect its name or in the name of its nominees any relevant jurisdictionInvestment Related Property constituting Collateral;
(g) The Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, to exchange any certificate or instrument representing or evidencing any Investment Related Property constituting Collateral for certificates or instruments of smaller or larger denominations.
Appears in 2 contracts
Samples: Revolving Credit Facility Pledge and Security Agreement, Pledge and Security Agreement (CommScope Holding Company, Inc.)
Investment Related Property. (i) If any such Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured Parties;Interests.
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any such Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Agent in the exact form received;.
(iii) Each Such Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;.
(iv) No Such Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;Interests unless such Grantor is permitted to do so pursuant to the Loan Documents.
(v) Each Such Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and.
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each such Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, Agreement provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (Monotype Imaging Holdings Inc.), Security Agreement (Monotype Imaging Holdings Inc.)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days thirty (30) days (or such longer period as Agent in its Permitted Discretion may agree) of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Subject to the terms of the First Lien Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, following the request of Agent (provided that such request shall be deemed to have been automatically given in connection with an Event of Default under Section 11.05 of the Revolving Credit Agreement), all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same would be prohibited by the Revolving Credit Agreement;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all reasonably necessary approvals and making all reasonably necessary filings under federal, state, local, or foreign local law in connection with of the United States to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership AgreementAgreement and held by any Grantor, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none in each case, unless the Grantors take such steps as shall be reasonably requested by Agent to provide a perfected security interest therein (subject to the terms of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership First Lien Intercreditor Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction).
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (OCI Partners LP)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall promptly deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on Interest in the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Party segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Party in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Party a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 2 contracts
Samples: Security Agreement (Implant Sciences Corp), Security Agreement (Implant Sciences Corp)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofAgreement Date, it shall promptly within ten (and in any event within 2 10) Business Days of receipt thereof) identify , deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor after the occurrence and during the continuance of an Event of Default shall be held by the Grantors in trust for the benefit of Secured Parties the Collateral and, if required by the Collateral Agent, segregated from such Grantor’s other propertyproperty (provided that if the Event of Default is an Event of Default pursuant to subsections b, and g, or h of Section 9.1 of the Credit Agreement, such Grantor sums of money or property shall deliver it forthwith to be immediately segregated from Grantor’s other property by Grantor, whether or not the Secured Parties in the exact form receivedCollateral Agent requests such segregation);
(iii) Each Grantor shall promptly deliver to Secured Parties the Collateral Agent a copy of each material written notice or other communication received by it in respect of any Pledged Interests, subject to Applicable Law;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted in the Credit Agreement and the Indenture;
(v) Each Grantor agrees that it will cooperate with Secured Parties the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction., unless such Pledged Interests are duly certificated, endorsed and delivered to the Collateral Agent in accordance herewith;
Appears in 2 contracts
Samples: Credit Agreement (Zayo Group LLC), Security Agreement (Zayo Group LLC)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests (other than Pledged Interests of little or no value that are received from insolvent or troubled entities as a result of delinquent accounts) after the date hereof, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Party segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Party in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests[intentionally omitted];
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case, that would materially adversely affect the rights of Secured Party or the value of the applicable Collateral other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 2 contracts
Samples: Security Agreement (Loud Technologies Inc), Security Agreement (Loud Technologies Inc)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 two (2) Business Days (or such longer period as Agent in its Permitted Discretion may agree) of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (Patrick Industries Inc), Security Agreement (Patrick Industries Inc)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 two (2) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which constituting Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder which is Collateral or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.)
Investment Related Property. (a) So long as no Event of Default shall have occurred and be continuing, and solely to the extent permitted by the Credit Agreement and the other Loan Documents (i) If any each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests paid in the normal course of business of the relevant issuer and consistent with past practice (solely to the extent such dividends are not required to be paid to any Agent or become entitled Lender as a prepayment of any Obligations under the Credit Agreement), (ii) each Grantor shall be permitted to pay and declare dividends and (iii) subject to Section 4.4.1(c), each Grantor shall be permitted to exercise all voting and consensual rights with respect to the Pledged Equity Interests; provided however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Equity Interests after and make application thereof to the date hereofObligations in such order as the Collateral Agent may determine, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums at the Collateral Agent’s election, any or all of money the Pledged Equity Interests shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders, members, partners or other interest holders of the relevant issuer or issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property paid actually received by it, but the Collateral Agent shall have no duty to any Grantor or distributed any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Equity Interests pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Collateral Agent.
(d) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by conducted without prior registration or qualification of such Investment Related Property under the Grantors in trust for the benefit of Secured Parties segregated from Securities Act and/or such Grantor’s state securities laws, to limit purchasers to those who will agree, among other propertythings, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on acquire the Investment Related Property pledged hereunder for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or transfer thereof; and
(vi) As under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Equity Interests to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or partnership interests issued other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants the Securities Act and covenants that the Pledged Interests issued pursuant to such agreement (A) are not rules and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none regulations of the Pledged Operating AgreementsSecurities and Exchange Commission thereunder, as the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests same are securities governed by Article 8 of the Uniform Commercial Code as from time to time in effect in any relevant jurisdictioneffect.
Appears in 2 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Note Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 2 contracts
Samples: Security Agreement (Heron Therapeutics, Inc. /De/), Security Agreement (Ap Pharma Inc /De/)
Investment Related Property. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.1(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests paid in the normal course of business of the relevant issuer and consistent with past practice, to the extent permitted in the Credit Agreement, to pay and declare dividends and distributions to the extent permitted by the Credit Agreement and to exercise all voting, corporate (or limited liability company or partnership, as applicable) or other rights with respect to the Pledged Equity Interests; provided however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) If any Grantor the Collateral Agent shall receive or become entitled have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Equity Interests after and make application thereof to the date hereofObligations in such order as the Collateral Agent may determine, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums any or all of money the Pledged Equity Interests shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders, members, partners or other interest holders of the relevant issuer or issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property paid actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or distributed option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Equity Interests pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Equity Interests directly to the Collateral Agent.
(d) Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property pledged hereunder which are received by constituting securities conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire such Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including with respect to Investment Related Property constituting securities a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and with respect to Investment Related Property constituting securities no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of cause each notice or other communication received by it in respect issuer of any Pledged Interests;
(iv) No Grantor shall make or consent Equity Interests to any material amendment be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties instruments included in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued which may be sold by the Collateral Agent in, if applicable, exempt transactions under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants the Securities Act and covenants that the Pledged Interests issued pursuant to such agreement (A) are not rules and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none regulations of the Pledged Operating AgreementsSecurities and Exchange Commission thereunder, as the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests same are securities governed by Article 8 of the Uniform Commercial Code as from time to time in effect in any relevant jurisdictioneffect.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Joe's Jeans Inc.), Guarantee and Collateral Agreement (Joe's Jeans Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Lender a copy of each notice or other communication received by it from any Pledged Company or its manager in respect of any Pledged Interests;
(ivii) No Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, or any Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents without Lender’s consent;
(viii) Each Grantor agrees that it will cooperate with Secured Parties Lender in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(viiv) As to all limited liability company or partnership interests issued to Grantor under any the Pledged Operating Agreement or Pledged Partnership AgreementAgreements, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor (as shown on Schedule 1) in a securities account. In addition, none of neither the Pledged Operating Agreements, the Pledged Partnership Agreements, or nor any other agreements governing any of the Pledged Interests issued under any the Pledged Operating Agreement or Pledged Partnership Agreement, Agreements provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionjurisdiction and that none of the articles of organization, the Pledged Operating Agreements, and the other agreements governing any of the uncertificated Pledged Interests provide that such Pledged Interests may be certificated, in each case unless such certificates and accompanying powers endorsed in blank are delivered to Lender in accordance with Section 5(c) above; and
(v) Anything herein to the contrary notwithstanding, Grantor shall, for so long as it shall remain a member under any Pledged Operating Agreement, remain liable under such Pledged Operating Agreement, to observe and perform all of the conditions and obligations to be observed and performed by Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Adcare Health Systems, Inc), Pledge and Security Agreement (Adcare Health Systems, Inc)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests that constitute Collateral after the date hereofIssue Date, it shall promptly (and in any event within 2 ten (10) Business Days of receipt thereofacquiring or obtaining such Collateral or such longer period as Agent may agree) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that constitute Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Indenture or any Additional Pari Passu Agreement;
(v) Each Subject to Section 30 of this Agreement, each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (ia) If any such Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(iib) All Except as otherwise permitted under the Credit Agreement, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any such Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iiic) Each Such Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material written communication received by it in respect of any Pledged Interests;
(ivd) No Such Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Loan Documents;
(ve) Each Such Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Agent's Lien on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vif) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each such Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, except as otherwise required by Bank, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Auxilio Inc)
Investment Related Property. (i) i. If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 ten (10) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests Interests; provided, that, only sixty-five (65%) percent of the total outstanding voting Stock of any Subsidiary of any Grantor that is a controlled foreign corporation (and none of the Stock of any Subsidiary of such controlled foreign corporation) shall be required to be pledged if pledging a greater amount would result in a written notice adverse tax consequences or the costs to Secured Partiesthe Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Grantors) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary);
(ii) All . Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) . Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) . No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) v. Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) . As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Audiovox Corp)
Investment Related Property. (1) Unless an Event of Default shall have occurred and be continuing and the Canadian Collateral Agent shall have given notice to the relevant Canadian Grantor of the Canadian Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.5(2), each Canadian Grantor shall be permitted to receive all payments made in respect of the Pledged Debt and all cash dividends or distributions paid in respect of the Pledged Equity Interests unless otherwise prohibited by the Credit Agreement, shall remain the legal and beneficial owner of the Investment Related Property pledged by such Canadian Grantor and shall retain all of the incidents of such ownership, including the right to exercise all voting and corporate rights with respect to such Investment Related Property.
(2) If an Event of Default has occurred and is continuing and the Canadian Collateral Agent has given notice of its intent to exercise its rights pursuant to this Section to the relevant Canadian Grantor or Canadian Grantors, (i) If any Grantor unless otherwise provided in the Credit Agreement, the Canadian Collateral Agent shall receive or become entitled have the right to receive any Pledged Interests after the date hereofand all cash dividends, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property payments or other Proceeds paid or distributed in respect of the Investment Related Property pledged hereunder which are and make application thereof to the Canadian Secured Obligations in the order set forth in Section 7.3, and (ii) any or all of the Pledged Equity Interests shall, at the sole discretion of the Canadian Collateral Agent, be registered in the name of the Canadian Collateral Agent or its nominee, and the Canadian Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders of the relevant issuer or issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Related Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Equity Interests upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer, or upon the exercise by any Canadian Grantor or the Canadian Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Canadian Collateral Agent may determine), all without liability except to account for property actually received by it, but the Canadian Collateral Agent shall have no duty to any Canadian Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing unless the Canadian Collateral Agent has given notice of its intent to exercise as set forth above. For greater certainty, nothing in this Agreement shall be held construed to subject the Canadian Collateral Agent or any Canadian Secured Party to liability as a member or owner of any Issuer nor shall the Canadian Collateral Agent or any Canadian Secured Party be deemed to have assumed any obligations under any operating agreement, subscription agreement, keep-well agreement, shareholder agreement, partnership or similar agreement relating to the Pledged Stock or otherwise.
(3) Each Canadian Grantor hereby authorizes and instructs each issuer of any Pledged Equity Interest pledged by such Canadian Grantor hereunder to comply with any instruction received by it from the Grantors Canadian Collateral Agent in trust writing that (x) states that an Event of Default has occurred and is continuing, (y) states that the Canadian Collateral Agent has given notice of its intent to exercise its rights pursuant to Section 7.5(2) and (z) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Canadian Grantor, and each Canadian Grantor agrees that each issuer shall be fully protected in so complying.
(4) Each Canadian Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Investment Related Property pursuant to this clause valid and binding and in compliance with all applicable laws. Each Canadian Grantor further agrees that a breach of any covenant contained in this clause will cause irreparable injury to the Canadian Collateral Agent and other Secured Parties, that the Canadian Collateral Agent and the other Canadian Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this clause shall be specifically enforceable against such Canadian Grantor, and such Canadian Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.
(5) Upon the occurrence and during the continuation of an Event of Default, the Canadian Collateral Agent shall have the right to apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Secured Parties segregated from such Grantor’s the Canadian Collateral Agent.
(6) Notwithstanding any other propertyprovision of this Agreement, none of the rights and such Grantor shall deliver it forthwith remedies granted to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it Canadian Collateral Agent herein in respect of any Pledged Interests;
NSULC Stock (ivother than the grant of the security interest) No shall be exercisable or otherwise vest in the Collateral Agent or any other Canadian Secured Party hereunder and the applicable Canadian Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals remain the legal and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that beneficial owner of the Pledged Interests issued pursuant to such agreement (A) are not NSULC Stock and shall not be dealt in or traded on securities exchanges or in securities markets, retain all of the incidents of such ownership until (Bi) do not and will not constitute investment company securitiesan Event of Default has occurred, and (Cii) are not the Canadian Collateral Agent has given notice to the applicable Canadian Grantor of such Event of Default and will not its intention to exercise such rights and remedies in respect of such Pledged NSULC Stock. Nothing herein shall be held by such Grantor in a securities account. In addition, none of construed to subject the Pledged Operating Agreements, the Pledged Partnership Agreements, Canadian Collateral Agent or any other agreements governing any Canadian Secured Party hereunder to liability as a member or owner of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 shares of the Uniform Commercial Code as in effect in any relevant jurisdictiona Nova Scotia unlimited liability company.
Appears in 1 contract
Samples: Pledge and Security Agreement (Progress Rail Services, Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form receivedreceived (subject to Section 4(b));
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Teltronics Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofAgreement Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor after the occurrence and during the continuance of an Event of Default shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Collateral Agent a copy of each material written notice or other communication received by it in respect of any Pledged Interests, subject to Applicable Law;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted in the Credit Agreement and the Indenture;
(v) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction., unless such Pledged Interests are duly certificated, endorsed and delivered to Collateral Agent in accordance herewith;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor after the occurrence and during the continuance of an Event of Default shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Omniture, Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofEffective Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Collateral Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence of an Event of Default and during the continuance thereof, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice from any Gaming Authority or any Governmental Authority and each other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Purchase Documents and as required by applicable mandatory Gaming Laws;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement agreements (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Progressive Gaming International Corp)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 two (2) Business Days (or such longer period as Collateral Agent in its Permitted Discretion may agree) of receipt thereofacquiring or obtaining such Collateral) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofIssue Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall (subject to the Intercreditor Agreement) be held by the Grantors such Grantor in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Collateral Agent (or its agent or designee, including the Secured Parties Control Agent) in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Interests or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the Second Lien Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; andthereof in connection with the Collateral Agent’s exercise of remedies in accordance with the Second Lien Documents;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Platinum Pressure Pumping, Inc.)
Investment Related Property. (ii.) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 two (2) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii.) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii.) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv.) No Except as permitted by the Credit Agreement, no Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(vv.) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi.) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.and
Appears in 1 contract
Samples: Security Agreement (Dixie Group Inc)
Investment Related Property. (i) If any such Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured Parties;Interests.
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any such Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Agent in the exact form received;. Agent shall maintain such property in Agent’s Account and otherwise in accordance with instructions from the Required Holders.
(iii) Each Such Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;.
(iv) No Such Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;Interests unless such Grantor is permitted to do so pursuant to the Financing Documents.
(v) Each Such Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and.
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each such Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, Agreement provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofAgreement Date (other than Dividends paid in cash), it shall promptly (and in any event within 2 thirty (30) Business Days of receipt thereof) identify deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder Pledged Interests which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Administrative Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests to the extent prohibited under the terms and conditions of the Credit Agreement;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, state or foreign local law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder Pledged Interests or any sale or transfer thereof; and;
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Oxford Industries Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent's in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Perkins & Marie Callender's Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests (other than Pledged Interests of little or no value that are received from insolvent or troubled entities as a result of delinquent accounts) after the date hereofEffective Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests[intentionally omitted];
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case, that would materially adversely affect the rights of Collateral Agent and the other members of the Lender Group or the value of the applicable Collateral other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If Subject to all applicable Gaming Laws, if any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofInitial Funding Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence of an Event of Default and during the continuance thereof, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Administrative Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Administrative Agent a copy of each notice from any Gaming Authority or any Governmental Authority and each other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Loan Documents and as required by applicable Gaming Laws;
(v) Each Grantor agrees that it will cooperate with Secured Parties Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement agreements (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Progressive Gaming International Corp)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofAgreement Date (other than Dividends paid in cash), it shall promptly (and in any event within 2 thirty (30) Business Days of receipt thereof) identify deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder Pledged Interests which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such money and property forthwith to the Secured Parties Administrative Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests to the extent prohibited under the terms and conditions of the Credit Agreement;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, state or foreign local law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder Pledged Interests or any sale or transfer thereof; and;
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Oxford Industries Inc)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests that are Collateral after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged InterestsInterests that are Collateral;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged InterestsInterests that are Collateral, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests that are Collateral, in a manner that would materially adversely affect the Lender Group or would otherwise be prohibited by the Credit Agreement;
(v) Each Subject to Section 5.11 of the Credit Agreement, each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor after the occurrence and during the continuance of an Event of Default shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged InterestsInterests after the occurrence and during the continuance of an Event of Default;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, in any manner that materially adversely affects the Lenders or enter into any agreement or permit to exist any restriction with respect to any Pledged Interestswould otherwise be prohibited by the Credit Agreement;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereofthereof made in accordance with the terms of the Loan Documents; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Realpage Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests in a manner which would materially adversely affect Agent or any Lender, except as otherwise permitted pursuant to the Loan Documents;
(v) Each Subject to Section 5.16 of the Credit Agreement, each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on Interest in the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Lender a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Lender, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall (subject to the Intercreditor Agreement) be held by the Grantors such Grantor in trust for the benefit of Secured Parties Lender segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Lender (or its agent or designee) in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Lender a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Interests or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the First Lien Documents and/or the Second Lien Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Lender in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; andthereof in connection with the Lender’s exercise of remedies in accordance with the First Lien Documents;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Platinum Energy Solutions, Inc.)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 two (2) Business Days (or such longer period as Collateral Agent in its Permitted Discretion may agree) of receipt thereofacquiring or obtaining such Collateral) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Subordination Agreement (Tontine Capital Partners L P)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Party segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Party in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Party a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Interests or Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, Agreements or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Pedevco Corp)
Investment Related Property. (i) If any Grantor shall receive acquire, obtain, or become entitled to receive any Pledged Interests after the date hereofEffective Date, it shall promptly (and in any event within 2 10 Business Days of receipt thereof, unless a longer period of time for delivery is permitted by Section 9.12 of the Credit Agreement with respect to such Pledged Interests) identify deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests and all certificates, agreements or instruments in a written notice respect of such Pledged Interests, together with undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to Secured Partiesthe Collateral Agent and such other instruments and documents as the Collateral Agent may reasonably request to perfect (or obtain control with respect to) the Collateral Agent’s security interest in such Pledged Interests;;
(ii) All From and after the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties the Collateral Agent segregated from such Grantor’s other property, and and, upon the written request of the Collateral Agent, such Grantor shall deliver it such money and property forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each From and after the occurrence and during the continuance of an Event of Default, each Grantor shall promptly deliver to Secured Parties the Collateral Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests[Reserved];
(v) Each Grantor agrees that it will cooperate with Secured Parties the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, local or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountSecurities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.jurisdiction (unless such Pledged Interests are certificated and have been pledged and delivered to the Collateral Agent in accordance with the terms hereof);
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 three (3) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) to the extent that (x) the such Pledged Interests are “securities” for purposes of Articles 8 and 9 of the Code or (y) that the applicable Pledged Company has elected to have such Pledged Interests treated as “securities” for such purposes, shall be certificated, (B) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (BC) do not and will not constitute investment company securities, and (CD) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security and Pledge Agreement (Horizon Lines, Inc.)
Investment Related Property. (i) If any Grantor Pledgor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor Pledgor shall be held by the Grantors Pledgors in trust for the benefit of Secured Parties Agent segregated from such GrantorPledgor’s other property, and such Grantor Pledgor shall deliver it forthwith to the Secured Parties Agent in the exact form received; provided, however, that cash dividends received by any Pledgor, if and to the extent they are not prohibited by the Credit Agreement, may be retained by such Pledgor so long as no Event of Default has occurred or is continuing;
(iii) Each Grantor Pledgor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor Pledgor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor Pledgor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, all limited liability company or partnership interests, issued each Grantor Pledgor, jointly and severally, hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Parent Pledge Agreement (Rbg, LLC)
Investment Related Property. (ia) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Secured Party may be compelled, with respect to any Grantor shall receive sale of all or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect part of the Investment Related Property pledged hereunder which are received by conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Secured Party determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be held sold hereunder, each partnership and each limited liability company from time to time to furnish to the Secured Party all such information as the Secured Party may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Grantors Secured Party in trust exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.
(b) Upon the occurrence and during the continuation of an Event of Default, the Secured Party shall have the right to apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdictionParty.
Appears in 1 contract
Samples: Pledge and Security Agreement (Atlantic Coast Entertainment Holdings Inc)
Investment Related Property. (i) If If: (a) Agent in its sole discretion requires that the Stock of Bookham China be pledged as Collateral hereunder or (b) any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it the applicable Grantor shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Bookham, Inc.)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral or, if governed by Section 5.11 of the Credit Agreement, within the timeline contemplated therein) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the written request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests, in each case, if the subject or content thereof could reasonably be expected to result in a Material Adverse Change;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign local law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction, unless such Pledged Interests are certificated and promptly (and in any event, within five (5) Business Days) delivered to Agent together with undated powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable Grantor.
Appears in 1 contract
Samples: Security Agreement (THQ Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofEffective Date, it shall promptly (and in any event within 2 Business Days 15 days of receipt thereof) identify deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests[intentionally omitted];
(iv) No Such Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case, that would materially adversely affect the rights of Collateral Agent and the other members of the Lender Group or the value of the applicable Collateral other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties use commercially reasonable efforts upon the reasonable request of the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Collateral Agent's Liens on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountaccount unless simultaneously therewith the securities intermediary and such Grantor shall have executed and delivered a Control Agreement in favor of the Collateral Agent. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests constituting Collateral after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged InterestsInterests constituting Collateral;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests constituting Collateral if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder constituting Collateral or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests constituting Collateral (other than any such Pledged Interests constituting Investments described in clauses (e) and (h) of the definition of “Permitted Investments” in the Credit Agreement) issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests constituting Collateral (other than any such Pledged Interests constituting Investments described in clauses (e) and (h) of the definition of “Permitted Investments” in the Credit Agreement) issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Monotype Imaging Holdings Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests in a manner which would materially adversely affect the Lender Group, except as otherwise permitted pursuant to the Loan Documents;
(v) Each Subject to Section 5.16 of the Credit Agreement, each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofRestatement Effective Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Servicesource International LLC)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iviii) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted herein or pursuant to the Exchange Agreements;
(viv) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(viv) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Workstream Inc)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests which are included in the Collateral after the date hereofEffective Date, it shall promptly (and in any event in accordance with Section 5.08 of the Credit Agreement with respect to any Pledged Interests in any Subsidiary and within 2 two (2) Business Days of receipt thereofthereof (or such longer period as shall be agreed to by the Fifth Star) identify with respect to any Pledged Interests in any Pledged Company that is not a Subsidiary) deliver to the Administrative Agent (A) a duly executed Pledged Interests Addendum identifying such Pledged Interests and (B) all certificates evidencing such Pledged Interests together with stock powers or instruments of transfer, endorsed in a written notice to Secured Parties;blank, for such certificates.
(ii) All So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), all interest, income, dividends, distributions and other amounts payable in cash or other property (except for additional Equity Interests) in respect of the Investment Related Property permitted to be paid in accordance with the terms of the Loan Documents may be paid in accordance with the terms thereof to and retained by the Grantors. During the continuance of an Event of Default, all sums of money moneys and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties the Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Administrative Agent in the exact form received;.
(iii) Each Grantor shall promptly deliver to Secured Parties Fifth Star a copy of each material notice or any other material communication received by it in respect of any Pledged Interests;Interests unless such notice or communication relates to Equity Interests in Subsidiaries of the Grantor and delivery of such notice or communications is otherwise governed by provisions in the Credit Agreement.
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;; provided, that the Company may permit to exist the restrictions on Pledged Interests that arose prior to the Effective Date under the Xxxx Financing, in accordance with the applicable Intercreditor Agreement.
(v) Each Grantor agrees that it will cooperate with Secured Parties the Administrative Agent and Fifth Star in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and.
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of To the Pledged Operating Agreements, the Pledged Partnership Agreements, or extent any other agreements governing any of the Pledged Interests issued under (x) constitutes interests in any Pledged Operating Agreement limited liability company or Pledged Partnership Agreement, provide limited partnership controlled now or shall provide that such Pledged Interests are securities governed in the future by any Grantor and (y) is a “Security” within the meaning of Article 8 of the Uniform Commercial Code as in effect UCC, such interest shall be certificated and each such interest shall at all times hereafter continue to be such a security and represented by such certificate delivered to the Administrative Agent. Each Grantor further acknowledges and agrees that with respect to any interest in any relevant jurisdictionlimited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “Security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “Security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Administrative Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to the terms hereof.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests (constituting Collateral) after the date hereofClosing Date, it shall promptly (and in any event within 2 twenty (20) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which constituting Collateral that are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged InterestsInterests that may reasonably be expected to materially affect the pledge of the Pledged Interests hereunder;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder (it being understood that no non-United States governed pledge agreements shall be required) or to effect any sale or transfer thereof; andthereof in connection with the Agent’s exercise of remedies in accordance with the Loan Documents;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, as of the Closing Date, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 or Division 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests (constituting Collateral) after the date hereofClosing Date, it shall promptly (and in any event within 2 twenty (20) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which constituting Collateral that are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged InterestsInterests that may reasonably be expected to materially affect the pledge of the Pledged Interests hereunder;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder (it being understood that no non-United States governed pledge agreements shall be required) or to effect any sale or transfer thereof; andthereof in connection with Agent’s exercise of remedies in accordance with the Loan Documents;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, as of the Closing Date, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith in a Deposit Account subject to the Secured Parties in the exact form receiveda Control Agreement;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence of an Event of Default and until such time as such Event of Default is no longer continuing, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it as holder of any Pledged Interests in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (SAVVIS, Inc.)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured Parties;
(ii) All Upon the request of the Collateral Agent during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith promptly to the Collateral Agent (on behalf of all Secured Parties Parties) in the exact form received;
(iii) Each The Grantor shall promptly deliver to the Secured Parties a copy of each material notice or other written communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofAgreement Date (other than Dividends paid in cash), it shall promptly (and in any event within 2 forty-five (45) Business Days of receipt thereof) identify deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder Pledged Interests which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such money and property forthwith to the Secured Parties Administrative Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests to the extent prohibited under the terms and conditions of the Credit Agreement;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, state or foreign local law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder Pledged Interests or any sale or transfer thereof; and;
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Pledge and Security Agreement (Oxford Industries Inc)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofEffective Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify , unless a longer period of time for delivery is permitted by Section 8.12 of the Credit Agreement with respect to such Pledged Interests) deliver to the Security Agent a duly executed Pledged Interests in a written notice to Secured PartiesAddendum identifying such Pledged Interests;
(ii) All From and after the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties the Security Agent segregated from such Grantor’s other property, and and, upon the written request of the Security Agent, such Grantor shall deliver it such money and property forthwith to the Secured Parties Security Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties the Security Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall (A) make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement except as expressly permitted by the Credit Agreement, or (B) enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests that would violate any provision of the Credit Agreement or any other Credit Document;
(v) Each Grantor agrees that it will cooperate with Secured Parties the Security Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, state or foreign local law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.jurisdiction (unless such Pledged Interests are certificated and have pledged and delivered to the Security Agent in accordance with the terms hereof);
Appears in 1 contract
Samples: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall shall, upon the occurrence and during the continuance of an Event of Default, be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall promptly deliver it forthwith to the Secured Parties Agent's in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will reasonably cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on Interest in the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities marketsrepresented by a certificate, (B) do not and will not constitute investment company securities, and (Cii) are not and will not shall be held by such Grantor in deemed a securities account. In addition, none "security" within the meaning of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction, and (iii) are and shall be governed by Article 8 of Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Take Two Interactive Software Inc)
Investment Related Property. (i) If any the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 two (2) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured Parties;
(ii) All During the existence of an Event of Default all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any the Grantor shall be held by the Grantors Grantor in trust for the benefit of the Secured Parties segregated from such the Grantor’s other property, and such the Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each The Grantor shall promptly deliver to the Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each The Grantor agrees that it will cooperate with the Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (DvineWave Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any no event within 2 later than 10 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall promptly deliver it forthwith such property to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly (and in no event later than 10 Business Days of receipt thereof) deliver to Secured Parties Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests which would materially adversely affect either the rights of Agent and the other members of the Lender Group pursuant to the Loan Documents or the value of the Pledged Interests, or that would result in a violation of any provision of the Credit Agreement or any other Loan Document;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction;
(vii) No Grantor will deliver the certificates (if any) representing the Pledged Interests of Pledged Companies owned by such Grantor to any Person other than Borrower, such Grantor (to the extent not Borrower), or Agent.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests included in the Collateral after the date hereofClosing Date, it shall promptly (and in any event within 2 ten (10) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests Interests; provided, that, only sixty-five (65%) percent of the total outstanding voting Stock of any Subsidiary of any Grantor that is a controlled foreign corporation (and none of the Stock of any Subsidiary of such controlled foreign corporation) shall be required to be pledged if pledging a greater amount would result in a written notice adverse tax consequences to Secured Partiesthe Parent or if the costs to any of the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Grantors) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary);
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which included in the Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder included in the Collateral or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Internap Network Services Corp)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured PartiesParty;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of the Secured Parties Party segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Party in the exact form received;
(iii) Each Grantor shall promptly deliver to the Secured Parties Party a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Purchase Agreement;
(v) Each Grantor agrees that it will cooperate with the Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities accountSecurities Account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Valley Forge Composite Technologies, Inc.)
Investment Related Property. (i) If any Subject and in addition to Section 4.15 of the Indenture, if such Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall (i) if the value is in excess of $1,000,000, promptly (and in any event within 2 10 Business Days thereafter) and (ii) if the value is not in excess of receipt thereof$1,000,000, on the later of 60 days after the end of each fiscal quarter of the Company and the date on which any information is required to be delivered by the Company pursuant to Section 4.20(1) identify of the Indenture in respect of such fiscal quarter, deliver to Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured Parties;Interests.
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any such Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;.
(iii) Each Such Grantor shall promptly deliver to Secured Parties Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;.
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged InterestsAfter an Event of Default has occurred and is continuing, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each such Grantor agrees that it will cooperate with Secured Parties Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and.
(viv) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each such Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor Pledgor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofInitial Funding Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Note Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp)
Investment Related Property. (ia) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Bank a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(iib) All Promptly upon Bank’s request after the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Bank segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Bank in the exact form received;
(iiic) Each Grantor shall promptly deliver to Secured Parties Bank a copy of each material notice or other material written communication received by it in respect of any Pledged Interests;
(ivd) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Loan Documents;
(ve) Each Grantor agrees that it will cooperate with Secured Parties Bank in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Bank’s Lien on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vif) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
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Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days twenty (20) days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; provided, that, notwithstanding the foregoing, no Grantor shall be required to perfect the Security Interest in any Pledged Interests, Pledged Operating Agreements and Pledged Partnership Agreements in entities organized in jurisdictions other than the United States and Canada; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
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Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to the Collateral Agent a duly executed Pledged Interests Addendum substantially in the form of Annex 5 identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties segregated from such Grantor’s other propertythe Collateral Agent, and such Grantor shall deliver it forthwith to the Secured Parties Collateral Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties the Collateral Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, Agreement or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, local or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
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Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall (subject to the Intercreditor Agreement) be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s 's other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent (or its agent or designee) in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, Interests or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the First Lien Documents and/or the Second Lien Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; andthereof in connection with the Agent's exercise of remedies in accordance with the First Lien Documents;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Samples: Security Agreement (Platinum Energy Solutions, Inc.)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 two (2) Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
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Investment Related Property. (i) If Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any Grantor shall receive sale of all or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All sums of money and property paid or distributed in respect part of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by conducted without prior registration or qualification of such Investment Related Property under the Grantors in trust for the benefit of Secured Parties segregated from Securities Act and/or such Grantor’s state securities laws, to limit purchasers to those who will agree, among other propertythings, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on acquire the Investment Related Property pledged hereunder for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale or transfer thereof; may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, notwithstanding such circumstances, each Grantor hereby represents, warrants and covenants agrees that the Pledged Interests issued pursuant fact that any such sale is conducted as a private sale shall not, in and of itself, cause such sale to not be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such agreement issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property (A) are not while the Collateral Agent is then in compliance with and authorized to do so under the Intercreditor Agreement), upon written request, each Grantor shall and shall not cause each issuer of any Pledged Stock to be dealt sold hereunder, each partnership and each limited liability company, in each case, which is a Subsidiary of such Grantor, from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or traded on securities exchanges or other instruments included in securities markets, (B) do not the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and will not constitute investment company securities, the rules and (C) are not and will not be held by such Grantor in a securities account. In addition, none regulations of the Pledged Operating AgreementsSecurities and Exchange Commission thereunder, as the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests same are securities governed by Article 8 of the Uniform Commercial Code as from time to time in effect in any relevant jurisdictioneffect.
Appears in 1 contract
Samples: Pledge and Security Agreement (Danielson Holding Corp)
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify such Pledged Interests in a written notice to Secured Parties;
(ii) All Subject to the terms and conditions of the Subordination Agreement, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Unless Grantor receives the prior written consent of Xxxx Capital, no Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or or, subject to the terms and conditions of the Subordination Agreement, permit to exist any restriction with respect to any Pledged Interests;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Subject to all applicable mandatory Gaming Laws, if Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence of an Event of Default and during the continuance thereof, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice from any Gaming Authority or any Governmental Authority and each other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Purchase Documents and as required by applicable mandatory Gaming Laws;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement agreements (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Progressive Gaming International Corp)
Investment Related Property. (i) If any Grantor the Borrower shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to the Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured Parties;Interests.
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor the Borrower shall be held by the Grantors Borrower in trust for the benefit of the Secured Parties Party segregated from such Grantor’s the Borrower's other property, and such Grantor the Borrower shall deliver it forthwith to the Secured Parties Party in the exact form received;.
(iii) Each Grantor The Borrower shall promptly deliver to the Secured Parties Party a copy of each material written notice or other material written communication received by it in respect of any Pledged Interests;.
(iv) No Grantor The Borrower shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;Interests other than pursuant to the Loan Documents.
(v) Each Grantor The Borrower agrees that it will cooperate with the Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, state or foreign law local in connection with order to constitute the Security Interests on Interest in the Investment Related Property pledged hereunder or any sale or transfer thereof; anda fully perfected first priority security interest, subject only to Permitted Liens.
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor the Borrower hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor the Borrower in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
Appears in 1 contract
Investment Related Property. (i) If any Subject to all applicable Gaming Laws, if Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofInitial Funding Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence of an Event of Default and during the continuance thereof, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors Grantor in trust for the benefit of Secured Parties Administrative Agent segregated from such Grantor’s other property, and such Grantor shall deliver it such property forthwith to the Secured Parties Administrative Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Administrative Agent a copy of each notice from any Gaming Authority or any Governmental Authority and each other material written communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than as permitted by the Loan Documents and as required by applicable Gaming Laws;
(v) Each Grantor agrees that it will cooperate with Secured Parties Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement agreements (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Samples: Security Agreement (Progressive Gaming International Corp)
Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Party segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Party in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Party a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, that could reasonably be expected to result in a Material Adverse Effect or enter into any agreement or permit to exist any restriction with respect to the pledge of any Pledged InterestsInterests other than pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
Appears in 1 contract
Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties the Senior Agents and the Agent if the First Lien Termination Date has not occurred and the Agent if the First Lien Termination Date has occurred segregated from such Grantor’s other property, and after the First Lien Termination Date, such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received; provided, however, that, so long as no Event of Default has occurred and is continuing, the provisions of this Section 6(h)(ii) shall not apply with respect to any payment or distribution of money or property (x) from any Subsidiary of a Grantor to such Grantor to the extent permitted under the Indenture so long as such money or property is thereafter subject to the Security Interest or (y) from any Grantor or any Subsidiary of a Grantor to any Person, to the extent permitted pursuant to the terms and conditions of Section 4.7 of the Indenture;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership AgreementAgreement that could reasonably be expected to be materially adverse to the interests of the Secured Parties, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Security Documents that could be reasonably be expected to be materially adverse to the interests of the Secured Parties;
(v) Each Grantor agrees that it will cooperate with Secured Parties in obtaining use its commercially reasonable efforts to obtain all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; andprovided, however, that if the First Lien Termination Date has not occurred in no event shall any Grantor be required to take any action pursuant to this Section 6(h) that it is not required to take or does not take under the Senior Security Agreements;
(vi) As to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securitiessecurities required to be registered under the Investment Company Act of 1940, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
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Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereofacquiring or obtaining such Collateral) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which constituting Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties segregated from such Grantor’s other propertyAgent, and such Grantor shall deliver it forthwith promptly to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Credit Agreement;
(viv) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder constituting Collateral, or following the occurrence and during the continuation of an Event of Default to effect any sale or transfer thereof; and
(viv) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
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Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors such Grantor in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall promptly deliver it forthwith to the Secured Parties Agent’s in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on Interest in the Investment Related Property pledged hereunder or any sale or transfer thereof; and
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to any such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
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Investment Related Property. (i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests that constitute Collateral after the date hereofClosing Date, it shall promptly (and in any event within 2 ten (10) Business Days of receipt thereofacquiring or obtaining such Collateral or such longer period as Agent may agree) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which that constitute Collateral that are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests if the same is prohibited pursuant to the Credit Agreement;
(v) Each Subject to Section 17.18 of the Credit Agreement, each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with to effect the perfection of the Security Interests Interest on the Investment Related Property pledged hereunder or to effect any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
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Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) identify deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Agent in the exact form received; provided, however, that so long as no Event of Default shall exist, the Grantors shall be entitled to retain all cash dividends and distributions paid in the ordinary course of business of the issuer and consistent with past practice of the issuer and all payments of interest;
(iii) Each Grantor shall promptly deliver to Secured Parties Agent a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Loan Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
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Investment Related Property. (i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the date hereofClosing Date, it shall promptly (and in any event within 2 five (5) Business Days of receipt thereof) identify deliver to Secured Party a duly executed Pledged Interests Addendum identifying such Pledged Interests in a written notice to Secured PartiesInterests;
(ii) All Upon the occurrence and during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by any Grantor shall be held by the Grantors in trust for the benefit of Secured Parties Party segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Secured Parties Party in the exact form received;; 14
(iii) Each Grantor shall promptly deliver to Secured Parties Party a copy of each notice or other communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged InterestsInterests other than pursuant to the Transaction Documents;
(v) Each Grantor agrees that it will cooperate with Secured Parties Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests Interest on the Investment Related Property pledged hereunder or any sale or transfer thereof; and;
(vi) As to all limited liability company or partnership interests interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.;
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