Pledge of Interests. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
Pledge of Interests. (a) The Standby Purchaser hereby pledges to the Trustee (for the benefit of the Noteholders) and grants a continuing security interest in, all of its interest (if any) in (a) the Payment Account, (b) all funds from time to time on deposit in the Payment Account, (c) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or on deposit in the Payment Account, and (d) all proceeds of any of the foregoing (together, the “Collateral”). The Standby Purchaser agrees to take all such action as is required by applicable Law or as the Trustee may require, including delivering Opinions of Counsel in form and substance acceptable to the Trustee, as to the grant and perfection of the foregoing security interests.
(b) The security interest granted in the Collateral, shall secure the payment of all obligations of the Standby Purchaser now or hereafter existing under the Transaction Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise. The Standby Purchaser represents and warrants that it has not heretofore pledged, conveyed, granted a lien on, or security interest in, or otherwise encumbered any of the Collateral in favor of any Person under U.S., Cayman, Brazilian or other Law.
Pledge of Interests. Subject to Section 9.1, notwithstanding anything in this Agreement to the contrary, a Member or Holder will be entitled to pledge its Membership Interest, Economic Interest or Units as security for a loan or other financing, provided that: (i) the Member or Holder obtains the prior Special Approval of the Executive Board, such Special Approval not to be unreasonably withheld, conditioned or delayed; (ii) the security interest is granted only to a bank or other financial institution chartered and insured by all applicable state and federal governmental entities; (iii) any right of foreclosure on such security interest by the bank or other financial institution will be subject to the other Members’ right to cure any default with respect to such financing and purchase the Membership Interest in accordance with the Right of First Refusal pursuant to Section 9.2.1; (iv) if the Members elect not to cure any default and purchase the Membership Interest, Economic Interest or Units following any default and the bank or financial institution forecloses on the Membership Interest, Economic Interest or Units, the bank or financial institution will receive only an Economic Interest and will not be admitted to the Company as a Member; and (v) the holder of the pledged Membership Interest will not be entitled to exercise any voting or other rights of a Member, other than the right to receive Distributions with respect to such pledged Membership Interest as set forth herein.
Pledge of Interests. If a Borrower or any of its Subsidiaries acquires any Real Property or any direct or indirect beneficial interest in any entity which owns Real Property and in connection with the acquisition of such Real Property grants any mortgage interest under the Senior Loan, Administrative Agent shall be granted a Pledged Interest therein, subject to such limitations as may be imposed under the Senior Loan.
Pledge of Interests. The pledge or granting of a security interest, lien or other encumbrance in or against all or any portion of a Member's Interest shall be a Transfer subject to the restrictions of this Article VIII; provided, that, in any event, the foreclosure of or exercise of other secured party remedies with respect to such pledge, security interest, lien or other encumbrance resulting in a Transfer of any such Interest shall nonetheless be a Transfer subject to the restrictions of this Article VIII.
Pledge of Interests. Pledgors hereby pledge, hypothecate, assign and transfer to Holder, as collateral security, in connection with the terms of the Amendment Agreement, a first priority security interest in the following:
(a) all of the capital stock or other equity securities of Med Subsidiaries, whether currently issued and outstanding or to be issued and outstanding subsequent to the date of this Agreement, as well as all of Pledgors' rights under any option, warrant or other security instrument or agreement to acquire shares of the capital stock in any current or future subsidiary of Company (collectively, the "INTERESTS");
(b) any and all rights of the Med Subsidiaries to receive, upon the terms and conditions set forth in the relevant Sale and Subservicing Agreement(s), $20,000,000 of funds that are currently held in reserves, as identified on an itemized schedule attached as an exhibit to the Amendment Agreement (the Med Subsidiaries rights in such accounts, collectively, the "MED RESERVE ACCOUNT INTERESTS"), for the benefit of NCFE and its affiliates pursuant to the relevant Sale and Subservicing Agreement(s), with all distributions from the Med Reserve Account Interests on account of, or in relation to, the Med Reserve Account Interests being directed to the Med Collection Account to be used exclusively for payments on the Amended Debentures; and
(c) any and all rights of the Med Subsidiaries in and to the Med Eligible Accounts Receivable; PROVIDED, HOWEVER, that PIBL's security interest therein is subject to and (A) equal in right of priority with a security interest in favor of the financing source(s) for the purchase of the Transferred Debenture and (B) subordinate to a security interest in favor of NCFE or its affiliates as the purchaser(s) of accounts receivable in various financing transactions, which security interest collateralizes, among other things, a repurchase right for rejected receivables under the relevant documents for such financing arrangements; In addition, Pledgors grant to Holder all proceeds to Company, net of the reasonable and customary costs of the relevant Asset Sale (as defined below), whether directly or indirectly via a distribution from any Med Subsidiaries (collectively, "NET ASSET SALE PROCEEDS"), from any sales or other transfers, during the term of the amended debentures issued pursuant to the Amendment Agreement (such debentures, the "AMENDED DEBENTURES"), of any assets of Pledgors or equity securities of Med Subsidiaries, as well ...
Pledge of Interests. (a) The Standby Purchaser hereby pledges to the Trustee (for the benefit of the Noteholders) and grants a continuing security interest in, all of its interest (if any) in (a) the Payment Account, (b) the Reserve Account, (c) each Letter of Credit issued from time to time as contemplated hereunder, (d) all funds from time to time on deposit in the Payment Account and/or the Reserve Account, (e) all Permitted Investments obtained with proceeds of the Reserve Account or the Payment Account, (f) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or on deposit in the Reserve Account or the Payment Account, and (g) all proceeds of any of the foregoing (together, the "Collateral"). The Standby Purchaser agrees to take all such action as is necessary or as the Trustee may require, including delivering Opinions of Counsel in form and substance acceptable to the Trustee, as to the grant and perfection of the foregoing security interests.
(b) The security interest granted in the Collateral, except to the extent that withdrawals from them Reserve Account are otherwise limited as set forth in Section 5.3 of the Indenture, shall secure the payment of all obligations of the Standby Purchaser now or hereafter existing under the Transaction Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise. The Standby Purchaser represents and warrants that it has not heretofor pledged conveyed, granted a lien on, or security interest in, or otherwise encumbered any of the Collateral in favor of any Person under U.S., Cayman, Brazilian or other law.
Pledge of Interests. Notwithstanding any other provisions in this Agreement, the Majority Member shall be entitled to pledge its Membership Interests to, and otherwise gxxxx x xxxx and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in favor of the Company’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation the right, during the existence of an event of default, to vote the pledged Member’s interests and to otherwise participate in the management or governance of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, the parties hereto hereby agree that upon the exercise of the pledgee of its rights under this Section 4.09, neither the pledgee nor any manager or officer of the Company appointed by the pledgee shall owe any fiduciary duty to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with the implied contractual covenant ...
Pledge of Interests. (a) The Standby Purchaser hereby pledges to the Trustee (for the benefit of the Noteholders) and grants a continuing security interest in, all of its interest (if any) in (a) the Payment Account, (b) all funds from time to time on deposit in the Payment Account, (c) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or on deposit in the Payment Account, and (d) all proceeds of any of the foregoing (together, the “Collateral”). The Standby Purchaser agrees to take all such action as is required by applicable Law or as the Trustee may require, including delivering Opinions of Counsel in form and substance acceptable to the Trustee, as to the grant and perfection of the foregoing security interests.
Pledge of Interests. In connection with any indebtedness of the Partnership, the General Partner shall be authorized to cause each Partner to pledge, hypothecate, mortgage, assign, transfer or grant security interests in or other liens on the Partners’ Interests. Each Partner agrees to, if requested by the General Partner, execute and deliver such consent letters and estoppel certificates as are reasonably and customarily requested by lenders and any and all reasonable and customary ancillary documents thereto; provided, however, that no such pledge, hypothecation, mortgage, assignment, transfer or grant shall convey to the transferee recourse against any Partner.
