Obligations of Pledgor. (a) Pledgor in this act agrees and undertakes, and Issuer acknowledges and agrees, that the Pledged Shares (including the Additional Shares) shall represent, at all times during the term of this Agreement and until none of the Exit Debt Financing Secured Obligations remains outstanding, fifty percent (50%) or more of the issued and outstanding capital stock of Issuer, on a fully diluted basis. Pledgor and Issuer shall take all and any actions that are necessary for the performance of the obligations contained in this paragraph.
(b) Pledgor undertakes and agrees that it shall, during the term of this Agreement:
i. defend, at its own cost and expense, the Pledged Shares and the right, title and interest of Pledgee and the Exit Debt Financing Secured Parties in and on the Pledged Shares, from and against any actions, claims or proceedings initiated by any Person (including any Person claiming an interest in the Pledged Shares) other than Pledgee and/or the Exit Debt Financing Secured Parties; provided that, Pledgee shall have the right, but not the obligation, to defend the Pledged Shares and its rights and the rights of the Exit Debt Financing Secured Parties hereunder, in which case Pledgor shall reimburse Pledgee any reasonable and documented costs and expenses incurred by Pledgee and/or the Exit Debt Financing Secured Parties in connection with such defense, and the corresponding amount shall form part of the Exit Debt Financing Secured Obligations until fully paid; (ii) refrain from creating, incurring, assuming, or allowing any Lien, charge, option, or guarantee to exist in favor of, or any claim by any Person with respect to any of the Pledged Shares currently owned by, or acquired by, Pledgor, except for the Security Interest; (iii) refrain from selling, exchanging, transferring, assigning, delivering, affecting in trust, granting in usufruct, pledge or otherwise having, or granting any option with respect to, such Pledged Shares or any interest therein; (iv) execute and deliver to Pledgee those documents in favor of Pledgee, and to carry out any action in connection with the Security Interest that Pledgee requests in order to protect and maintain the Security Interest and to protect and preserve the Pledged Shares, as well as pay all reasonable and documented costs and expenses arising out of or in connection with the foregoing; and (v) pay all and any taxes, contributions, levies and any other charges of any kind determined, collected or imposed on ...
Obligations of Pledgor. As used herein, the term "Obligations" ---------------------- ----------- shall mean all of Pledgor's obligations, covenants and agreements under the Note.
Obligations of Pledgor. The Pledgor further covenants to the Lender that:
(a) The Pledgor will not sell, transfer or convey any interest in, or suffer or permit any Lien to exist on or with respect to, any of the Collateral except the Lien created under this Pledge Agreement;
(b) The Pledgor will, at its own expense, at any time and from time to time at the request of the Lender, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be reasonably requested by the Lender to further preserve, establish, perfect or enforce the Lender's rights, interests and remedies created by, provided in or emanating from this Pledge Agreement;
(c) The Pledgor will defend the Lender's right, title and interest in, to and under the Collateral against the claims and demands of all Persons whomsoever (other than Persons claiming by or through the Lender);
(d) The Pledgor hereby authorizes the Lender to file one or more financing or continuation statements and amendments thereto relating to all or any part of the Collateral without the Pledgor's signature. A photocopy or other reproduction of this Pledge Agreement shall be sufficient as a financing statement;
(e) The Pledgor will not permit the Borrower to issue any additional securities or capital stock; and
(f) The Pledgor will cause the Borrower to execute and deliver to the Lender on the date hereof a letter substantially in the form of Exhibit A hereto.
Obligations of Pledgor. After the Pledge has become enforceable all Dividends shall be paid to and retained by the Administrative Agent, and any such moneys which may be received by the Pledgor shall, pending such payment, be segregated from any other property of the Pledgor and held in trust for the Administrative Agent;
Obligations of Pledgor. Pledgor further represents, warrants and covenants to Pledgee that:
(a) Pledgor will not sell, transfer or convey any interest in, or suffer or permit any lien or encumbrance to be created upon or with respect to, any of the Collateral (other than as created under this Agreement) during the term of the pledge established hereby; and
(b) Pledgor will, at its own expense, at any time and rom time to time at Pledgee's request, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be proposed by Pledgee to further enhance, preserve, establish, demonstrate or enforce Pledgee's rights, interests and remedies created by, provided in, or emanating from, this Agreement.
Obligations of Pledgor. Pledgor further covenants to Lender that, during the term hereof:
(a) Pledgor will not sell, transfer or convey any interest in, or suffer or permit any lien or encumbrance to be created upon or with respect to, any of the Collateral or any of the shares subject to the Proxy (other than as created under this Agreement);
(b) Pledgor will, at its own expense, at any time and from time to time at Lender's request, execute and deliver such agreements and other documents as may be requested by Lender to further preserve, perfect or enforce Lender's rights, interests and remedies provided in this Agreement.
(c) Pledgor will not take or omit to take any action if such act or omission would adversely affect the powers of the Audit Committee of API or cause the Audit Committee of API to consist of less than a majority of independent directors.
Obligations of Pledgor. Pledgor makes the following representations, warranties and covenants to the Pledgee, each and all of which shall survive the execution and delivery of this Agreement:
(a) Except as otherwise permitted pursuant to Section 7.04 of the Credit Agreement, Pledgor will not, without the prior written consent of the Pledgee (which consent shall be in the Pledgee's sole discretion), sell, transfer or convey any interest in, or suffer or permit any lien or encumbrance to be created upon or with respect to, any of the Collateral (other than as created under this Agreement) during the term of the pledge established hereby.
(b) Pledgor will, at its own expense, at any time and from time to time at the Pledgee's request, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be reasonably required by the Pledgee to further enhance, preserve, establish, demonstrate or enforce the Pledgee's rights, interests and remedies created by, provided in or emanating from this Agreement.
Obligations of Pledgor. The Pledgor shall remain liable to perform all the obligations assumed by it in relation to the Pledged Property and the Pledgee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Pledgor to perform its obligations in respect thereof.
Obligations of Pledgor. Notwithstanding anything to the contrary which may be stated or implied in this Agreement, (a) no Person shall have recourse against any asset, property or right of the Pledgor, other than the Pledged Collateral, by virtue of this Agreement or any other Loan Document, and (b) the Pledgor will not be required to expend any funds or incur any expense or monetary obligation or to take any action which would require [him][her] to expend any funds or incur any expense or monetary obligation.
Obligations of Pledgor. The Pledgor covenants to the Pledgee Agent that:
(a) The Pledgor will not sell, transfer or convey any interest in, or suffer or permit any lien, security interest, charge or other claim or encumbrance to exist on or with respect to, any of the Collateral except the lien created under this Amended and Restated Pledge Agreement; and
(b) The Pledgor will defend the Pledgee Agent's right, title and interest in, to and under the Collateral against the claims and demands of all persons wheresoever.
