Common use of Pledge of Interests Clause in Contracts

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 as any and all options, warrants or other security instrument or agreement to acquire shares of the capital stock or other equity securities of Med Subsidiaries, in any transaction, including without limitation any securities offering (each, an "ASSET SALE"); PROVIDED, that an Asset Sale shall NOT include (i) ordinary course of business sales of goods and provision of services, (ii) the offering or sale of any debt securities unaccompanied by any equity right (i.e. warrants or conversion rights) and (iii) any sale of accounts receivable under financing arrangements with NCFE and its affiliates; and PROVIDED, FURTHER, that Net Asset Sale Proceeds shall not include any Assets Sale proceeds of any Pledgor unless and until such proceeds have been, directly or indirectly, distributed or otherwise paid to, or for the benefit of, Company. Net Asset Sale Proceeds shall be promptly deposited in collection accounts, established pursuant to that certain deposit account control agreement, made and entered into as of the date hereof, between Company and Holder, from which a special mandatory prepayment on the Amended Debentures shall be made in the full amount of such net proceeds. SCHEDULE 1 attached hereto completely and accurately sets forth all Interests in Med Subsidiaries. Company covenants and agrees to give Holder ten (10) business days advance written notice of the proposed consummation of any Asset Sale, together with a description of the material terms of such proposed Asset Sale (including, without limitation copies of draft documents relating thereto), as they may reasonably request from time to time. Nothing herein or in any Modification Documents shall require Pledgors to consummate any Asset Sale, or to sell any equity securities or other assets for its own account or to cause or make any distribution to be made in connection with any such Asset Sale.

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) As security for the Guaranteed Obligations of the Pledgor to the Agent under the Guaranty, the Pledgor hereby pledges and assigns to Secured Party all of its right, title and interest in and to the capital stock or other equity securities of Med Subsidiariesfollowing property (such interest, whether currently issued and outstanding certificated or uncertificated, together with the property referred to in Section 1(c) below, are herein referred to as the "Interests") to be issued and outstanding subsequent to held by 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 Secured Party in any current or future subsidiary of Company (collectively, the "INTERESTS"); (b) any and all rights of the Med Subsidiaries to receive, upon accordance with the terms and conditions set forth herein: One Hundred Percent (100%) of the Pledgor's stock ownership interest in Leasecomm; and One Hundred Percent (100%) of the relevant Sale Pledgor's membership interest in TimePayment. (b) All certificates (if any) representing any certificated Interests in TimePayment, accompanied by instruments of assignment thereof, and Subservicing Agreement(s)stock certificate(s) representing ownership of the stock of Leasecomm, $20,000,000 of funds that are currently held accompanied by stock powers thereof, duly executed in reserves, as identified on an itemized schedule attached as an exhibit to blank by the Amendment Agreement Pledgor (the Med Subsidiaries rights in such accounts, collectively, the "MED RESERVE ACCOUNT INTERESTSPledged Documents"), for are simultaneously being delivered to the benefit of NCFE Secured Party. The Interests shall be held by the Secured Party to secure the Guaranteed Obligations, and its affiliates shall continue to be held pursuant to this Pledge Agreement until full satisfaction of all Guaranteed Obligations in accordance with the relevant Sale terms and Subservicing Agreement(s), with all distributions from conditions hereof and 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; andCredit Agreement. (c) any and all rights of In case 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 as any and all options, warrants or other security instrument or agreement to acquire shares of the capital stock or other equity securities of Med Subsidiaries, in any transaction, including without limitation any securities offering (each, an "ASSET SALE"); PROVIDED, that an Asset Sale Pledgor shall NOT include (i) ordinary course of business sales of goods and provision of services, (ii) the offering or sale of any debt securities unaccompanied by any equity right (i.e. warrants or conversion rights) and (iii) any sale of accounts receivable under financing arrangements with NCFE and its affiliates; and PROVIDED, FURTHER, that Net Asset Sale Proceeds shall not include any Assets Sale proceeds of any Pledgor unless and until such proceeds have beenacquire, directly or indirectly, distributed any additional equity interest in either Borrower or otherwise paid any Affiliate, or any securities exchangeable for or convertible into interests of any class, by dividend, split, distribution of capital or otherwise, or shall acquire any additional marketable securities, whether or not related to the Interests, the Pledgor shall forthwith pledge, assign and deliver, or cause to be pledged, assigned and delivered, to Secured Party such interests or other securities to be held by Secured Party subject to, or for and in accordance with, the benefit of, Company. Net Asset Sale Proceeds shall be promptly deposited in collection accounts, established pursuant to that certain deposit account control agreement, made terms and entered into as conditions of the date hereof, between Company and Holder, from which a special mandatory prepayment on the Amended Debentures shall be made in the full amount of such net proceeds. SCHEDULE 1 attached hereto completely and accurately sets forth all Interests in Med Subsidiaries. Company covenants and agrees to give Holder ten (10) business days advance written notice of the proposed consummation of any Asset Sale, together with a description of the material terms of such proposed Asset Sale (including, without limitation copies of draft documents relating thereto), as they may reasonably request from time to time. Nothing herein or in any Modification Documents shall require Pledgors to consummate any Asset Sale, or to sell any equity securities or other assets for its own account or to cause or make any distribution to be made in connection with any such Asset Salethis Pledge Agreement.

Pledge of Interests. Pledgors (a) To secure the due and prompt payment and ------------------- performance of the Obligations (as defined in the Credit Agreement), each Pledgor hereby pledgepledges, hypothecateassigns, assign grants a continuing security interest in and transfer lien on, and delivers to Holderthe Agent for the benefit of the Banks and the Agent all right, as collateral securitytitle and interest of the Pledgor, whether now existing or hereafter arising in, to and under each Trust, (the "Pledged Interests"), and all rights to receive any distributions or payments due or to become due to such Pledgor in connection with respect of its Pledged Interests under the terms of each Trust's governing documents and all other economic benefits of such Pledgor's interest in each Trust, whether cash, property or otherwise, at any time owing or payable to such Pledgor on account of its interest in each Trust. The Certificates for such interests accompanied by appropriate instruments of assignment thereof duly executed in blank by the Amendment Agreementapplicable Pledgor, a first priority have been delivered to the Agent. This pledge and security interest in is for collateral purposes only, and the following: (a) all of the capital stock or other equity securities of Med SubsidiariesAgent shall not, whether currently issued and outstanding or to be issued and outstanding subsequent to the date by virtue of this Agreement, as well as all or its receipt of Pledgors' rights under any option, warrant distributions or other security instrument amounts from any Trust, be deemed to have assumed or agreement to acquire shares become liable for any obligation of the capital stock in any current Trust or future subsidiary of Company (collectively, the "INTERESTS");Pledgor. (b) In case any Pledgor shall acquire any additional interests of any Trust or in other trusts which facilitate securitizations of receivables by the Borrower, whether by purchase, dividend, distribution of capital or otherwise, such Pledgor shall forthwith deliver to 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 pledge such interests or other securities to the Amendment Agent under this Agreement (the Med Subsidiaries rights in such accounts, collectively, the "MED RESERVE ACCOUNT INTERESTS"), for the benefit of NCFE and its affiliates pursuant shall deliver to the relevant Sale and Subservicing Agreement(s)Agent forthwith any certificates therefor, with all distributions from the Med Reserve Account Interests on account of, or accompanied by appropriate instruments of assignment duly executed by such Pledgor 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 as any and all options, warrants or other security instrument or agreement to acquire shares of the capital stock or other equity securities of Med Subsidiaries, in any transaction, including without limitation any securities offering (each, an "ASSET SALE"); PROVIDED, that an Asset Sale shall NOT include (i) ordinary course of business sales of goods and provision of services, (ii) the offering or sale of any debt securities unaccompanied by any equity right (i.e. warrants or conversion rights) and (iii) any sale of accounts receivable under financing arrangements with NCFE and its affiliates; and PROVIDED, FURTHER, that Net Asset Sale Proceeds shall not include any Assets Sale proceeds of any Pledgor unless and until such proceeds have been, directly or indirectly, distributed or otherwise paid to, or for the benefit of, Company. Net Asset Sale Proceeds shall be promptly deposited in collection accounts, established pursuant to that certain deposit account control agreement, made and entered into as of the date hereof, between Company and Holder, from which a special mandatory prepayment on the Amended Debentures shall be made in the full amount of such net proceeds. SCHEDULE 1 attached hereto completely and accurately sets forth all Interests in Med Subsidiaries. Company covenants and agrees to give Holder ten (10) business days advance written notice of the proposed consummation of any Asset Sale, together with a description of the material terms of such proposed Asset Sale (including, without limitation copies of draft documents relating thereto), as they may reasonably request from time to time. Nothing herein or in any Modification Documents shall require Pledgors to consummate any Asset Sale, or to sell any equity securities or other assets for its own account or to cause or make any distribution to be made in connection with any such Asset Saleblank.

Pledge of Interests. Pledgors hereby pledgeNotwithstanding anything to the contrary contained in this Agreement, hypothecateuntil the Obligations have been satisfied in full and the Commitments have been terminated, assign and transfer to Holder, as collateral security, in connection with the terms each of the Amendment AgreementPartners acknowledge, a first priority security interest in authorize, consent and agree to 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 A pledge 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 a grant 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 and a grant of a Lien upon all of the financing source(s) for the purchase interests of the Transferred Debenture Partnership described in (i), (ii), and (Biii) subordinate to a security interest below, in favor of NCFE or its affiliates as the purchaser(s) of accounts receivable in various financing transactionsSunTrust and Ableco, which security interest collateralizesrespectively, to secure, 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 payment and performance of the reasonable Obligations, the SunTrust Pledges and customary costs of the relevant Asset Sale (as defined below), whether directly or indirectly via a distribution from any Med Subsidiaries Ableco Pledges (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 as any and all options, warrants or other security instrument or agreement to acquire shares of the capital stock or other equity securities of Med Subsidiaries, in any transaction, including without limitation any securities offering (each, an "ASSET SALE"); PROVIDED, that an Asset Sale shall NOT include “Pledged Interests”): (i) ordinary course all interests, including, without limitation, limited partnership interests, in the Partnership held by the Limited Partner; (ii) all interests, including, without limitation, general partnership interests, held by the General Partner; and (iii) all other interests in the Partnership held by any other Person from time to time. (b) The Partnership’s books and records shall be marked to reflect the pledges of, grants of business sales security interests in and Liens upon the Pledged Interests in favor of goods SunTrust and Ableco, respectively. (c) No Pledged Interest or any rights related thereto shall be further encumbered, sold, assigned, or otherwise transferred by any Partner or the Partnership without the prior written consent of SunTrust and Ableco. (d) The Partners and the Partnership, as applicable, shall comply with all provisions of the SunTrust Pledges (including, without limitation, the covenants set forth in Sections 6 and 7 of the Shareholder Pledge and Section 5 of the Credit Party Pledge), the Ableco Pledges (including, without limitation, the covenants set forth in Section 6 thereof) and the other Loan Documents. (e) If the Partners or the Partnership are advised by SunTrust or Ableco that an Event of Default has occurred under either the Credit Agreement or the Financing Agreement, as the case may be, the Partners and the Partnership shall comply with all of the provisions of the SunTrust Pledges (including, without limitation, SunTrust’s rights upon the occurrence of an Event of Default, as set forth in Sections 1, 8 and 13 of the Shareholder Pledge and Sections 1, 6 and 11 of the Credit Party Pledge), the Ableco Pledges (including, without limitation, Ableco’s rights upon the occurrence of an Event of Default, as set forth in Section 9 thereof) and the other Loan Documents. No further action shall be necessary or required on the part of the Partnership or any Partner to permit either SunTrust or Ableco or their respective designees to be admitted as a Partner of the Partnership and to otherwise exercise such rights, including, without limitation, SunTrust’s right to request, after the occurrence and during the continuation of an Event of Default, that Pledged Interests subject to the SunTrust Pledges be registered in SunTrust’s name or in the name of its nominees, which registration shall not be subject to the restrictions on transfer set forth in ARTICLE XII hereof. (f) No exercise by Ableco or SunTrust of either of their respective rights under the Credit Agreement, the Financing Agreement, the SunTrust Pledges, the Ableco Pledges or the other Loan Documents shall constitute a violation of, or be prohibited by, this Agreement, notwithstanding any provision contained herein to the contrary. (g) Notwithstanding anything to the contrary set forth in Section 16.1 or elsewhere in this Agreement, the General Partner shall amend and/or modify this Agreement if SunTrust or Ableco reasonably requests in writing (with a copy to the nonrequesting party) that the General Partner amend and/or modify this Agreement to ensure to SunTrust and/or Ableco: (i) the benefits of servicesthe SunTrust Pledges and the Ableco Pledges, respectively, and the Liens upon and security interests in the Pledged Interests; and (ii) the offering or sale of any debt securities unaccompanied by any equity right (i.e. warrants or conversion rights) ability to exercise and (iii) any sale of accounts receivable under financing arrangements with NCFE enforce their respective rights and its affiliates; and PROVIDED, FURTHER, that Net Asset Sale Proceeds shall not include any Assets Sale proceeds of any Pledgor unless and until such proceeds have been, directly or indirectly, distributed or otherwise paid to, or for the benefit of, Company. Net Asset Sale Proceeds shall be promptly deposited in collection accounts, established remedies pursuant to the SunTrust Pledges, the Ableco Pledges and the other Loan Documents, provided that certain deposit account control agreement, made and entered into as of the date hereof, between Company and Holder, from which a special mandatory prepayment on the Amended Debentures shall be made in the full amount of any such net proceeds. SCHEDULE 1 attached hereto completely and accurately sets forth all Interests in Med Subsidiaries. Company covenants and agrees to give Holder ten (10) business days advance written notice of the proposed consummation of any Asset Sale, together with a description of the material terms of such proposed Asset Sale (including, without limitation copies of draft documents relating thereto), as they may reasonably request from time to time. Nothing herein or in any Modification Documents amendment shall require Pledgors to consummate any Asset Sale, or to sell any equity securities or other assets for its own account or to cause or make any distribution to be made in connection with any such Asset Salethe consent of both SunTrust and Ableco.