Obligations of the Pledgor. The Pledgor hereby covenants and agrees with the Pledgee as follows:
(a) The 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.
(b) The 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 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.
(c) The Pledgor agrees, except with respect to the Pledged Shares, that (i) it shall not permit any Pledged Company to issue certificates representing the Pledged Interests without the Pledgee's written consent and (ii) it shall cause each Pledged Company to issue certificates with respect to any Pledged Interests at the Pledgee's request.
Obligations of the Pledgor. The Pledgor further represents, warrants and covenants to the Secured Party that:
(a) The 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 FMARC Collateral (other than the Senior Security Interests or the security interests created under this Pledge Agreement and the DIP Pledge) during the term of this Pledge Agreement, without the prior written consent of the Secured Party.
(b) On and after the date hereof, the Pledgor will not, and will not cause or permit the FMARC Entities or any affiliate of the Pledgor or of the FMARC Entities to, enter into any new agreement or arrangement with FSA for the insurance of any securitization by FSA or the cross-collateralization of any such securitization with the presently existing securitizations, without the prior written consent of the Secured Party.
(c) The Pledgor will, at its own expense, at any time and from time to time at the request of the Collateral Agent on behalf of the Secured Party or the Secured Party, at such time as the Senior Obligations shall have been paid in full, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be reasonably proposed by the Collateral Agent or the Secured Party to preserve, establish, demonstrate or enforce the rights, interests and remedies of the Collateral Agent or the Secured Party as created by, provided in, or emanating from this Pledge Agreement, in each case subject to the rights of the 7 Senior Creditors for so long as the Senior Security Interests shall continue.
(d) The Pledgor will not take any action which would cause the FMARC Entities to issue any other capital stock without the prior written consent of the Secured Party, subject to the rights of the Senior Creditors for so long as the Senior Security Interests shall continue. Any such issuance shall be subject to the rights of the Secured Party under this Pledge Agreement and the Senior Creditors under the Senior Pledge Agreements for so long as the Senior Security Interests shall continue.
(e) The Pledgor will not consent to any amendment to the articles of incorporation of the FMARC Entities without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld or delayed.
Obligations of the Pledgor. Each Pledgor hereby covenants and agrees with the Pledgee as follows:
(a) Such 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.
(b) Such 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 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 the Pledgor. (I) The pledgor shall open a deposit account in the transacting branch of the pledgee within 5 days after signing of this contract. All share dividend and bonus of pledge object under this contract shall be deposited in this account since the signing day. The pledgor is not allowed to employ the capital in this account without prior written consent from the pledgee.
(II) The pledgor is not allowed to dispose the pledge object in any manner without prior written consent from the pledgee.
(III) All fees caused by signing and performing such contract shall be borne by the pledgor.
(IV) The pledgor shall regularly submit related financial statement of corresponding company of the pledge object under the contract to the pledgee.
Obligations of the Pledgor. The Pledgor further represents, warrants and covenants to the Noteholders that:
(a) The 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 CHI Share Collateral (other than as created under this Pledge Agreement) during the term of this Pledge Agreement.
(b) The Pledgor will, at its own expense, at any time and from time to time at the reasonable request of the Agent or the Noteholders, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be proposed by the Agent or the Noteholders to preserve, establish, demonstrate or enforce the Agent's rights, interests and remedies as created by, provided in, or emanating from this Pledge Agreement.
(c) The Pledgor will not take any action which would cause CHI to issue any other capital stock, without the prior written consent of the Noteholders. Any such issuance shall be subject to this Pledge Agreement.
(d) The Pledgor will not consent to any amendment to the articles of incorporation of CHI without the prior written consent of the Noteholders.
Obligations of the Pledgor. Whenever required under this Pledge Agreement to effect the registration of any Pledged Securities, the Pledgor shall, as expeditiously as reasonably possible:
(1) Prepare and file with the SEC a registration statement with respect to such Pledged Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Lender, keep such registration statement effective for up to one hundred twenty (120) days.
(2) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for up to one hundred twenty (120) days.
(3) Furnish to the Lender such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Pledged Securities.
(4) Use its best efforts to register and qualify the Pledged Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Lender; provided, however, that the Pledgor shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, unless the Pledgor is already subject to service in such jurisdiction.
(5) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form with the managing underwriter of such offering, and the Lender shall also enter into and perform its obligations under such an agreement.
(6) Notify the Lender at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue until the earlier of the sale of all P...
Obligations of the Pledgor. 14.1 In spite of the pledge created under this Agreement, the Pledgor shall obey and fulfill all the obligations in relation to the pledged property, including but not limited to all the obligations in the purchase contract of the pledged goods and/or substitutes, the subsequent complementary agreements, the relevant insurance policies of the pledged goods/substitutes and Management Contract of Securities.
14.2 The Pledgor shall ensure that under any circumstances the Pledgee shall not assume any liability due to the fault of the custodian or any person in relation to the sale or disposal of the goods and/or the substitutes. Provided that the Pledgee’s rights and interests are infringed by reason of the lien, loss or damage of the goods and/or the substitutes, the Pledgor shall assume the compensation liability to the Pledgee.
Obligations of the Pledgor. The Pledgor further represents, warrants and covenants to Financial Security that:
(a) The 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 Pledge Agreement) during the term of this Pledge Agreement.
(b) The Pledgor will, at its own expense, at any time and from time to time at the request of the Collateral Agent or Financial Security, do, make, procure, execute and deliver all acts, things, writings, assurances and other documents as may be proposed by the Collateral Agent or Financial Security to preserve, establish, demonstrate or enforce the Collateral Agent's rights, interests and remedies as created by, provided in, or emanating from this Pledge Agreement.
(c) The Pledgor will not take any action which would cause any of the Subsidiaries to issue any other capital stock, without the prior written consent of Financial Security so long as no Insurer Default has occurred and is continuing. Any such issuance shall be subject to this Pledge Agreement.
(d) The Pledgor will not consent to any amendment of any Pledged Entity's Certificate of Incorporation without the prior written consent of Financial Security prior to an Insurer Default.
Obligations of the Pledgor. The Pledgor shall:
3.1 Formalise the pledge in accordance with the legislation of the Russian Federation. Not later than eleven (11) Business Days from the signing date hereof, provide to the Pledgee, acting as the Facility Manager under the Facility Agreement, an original excerpt from the USRLE evidencing that:
(a) the pledge created under this Agreement has been registered with the USRLE; and
(b) there exists an Encumbrance in respect of the Pledged Property created in accordance with this Agreement only.
3.2 Formalise the pledge in accordance with the legislation of the Republic of Cyprus.
3.2.1. Within ten (10) Business Days of the conclusion date hereof, the Pledgor shall provide to the Pledgee, acting as the Facility Manager under the Facility Agreement, a certified copy of the register of mortgages and other charges of the Pledgor evidencing that an entry regarding this Agreement has been made in accordance with section 99(1) of the Companies’ Act, Cap. 113, as amended.
3.2.2. Within fifteen (15) Business Days of the signing date hereof, provide to the Pledgee, acting as the Facility Manager under the Facility Agreement, an original registration certificate of the pledge issued by the registrar of companies in Cyprus evidencing that this Agreement has been registered within the prescribed period by the Registrar of Companies in Cyprus in accordance with section 90 of the Companies’ Act, Cap. 113, as amended.
Obligations of the Pledgor. The Pledgor shall:
