Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that: 6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent. 6.2 Pledgor shall execute all such instruments, documents and papers, and do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent may request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby. 6.3 Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, except in favor of Administrative Agent and Lenders. 6.4 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent and Lenders. 6.5 Pledgor shall deliver to Administrative Agent, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateral. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent to be held as additional Collateral. If any additional shares of stock, stock certificates, instruments or other property against which a security interest can only be perfected by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or any of the Credit Documents, Pledgor may retain ordinary and regular cash distributions with respect to the Collateral, but may not retain, and shall deliver to Administrative Agent, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. Administrative Agent shall apply all distributions so delivered or as may be received by Administrative Agent towards the satisfaction of the Obligations or, at its discretion in each instance, Administrative Agent may retain the same as Collateral hereunder. 6.6 Insofar as the same may be material or significant to Administrative Agent’s and Lenders’ interests, Pledgor (as applicable) shall perform all of its obligations as a shareholder of each Subject Company. 6.7 Pledgor shall not itself or on behalf of any Subject Company take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents.
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Inland Real Estate Corp)
Pledgor’s Agreements. Pledgor agrees so long as any of the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 5.1 Pledgor shall execute all such instruments, documents and papers, and will do all such acts as Administrative Agent Lender may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent Lender may reasonably request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby.hereby including, without limitation, the execution and delivery of any amendments to this Agreement to evidence the investments or portions thereof included in the Collateral, and authorizes Lender at any time and from time to time to file UCC financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor;
6.3 5.2 Except for any liens or encumbrances in favor of the Lender, Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, except in favor of Administrative Agent and Lenders.;
6.4 5.3 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent and Lenders.except as specifically permitted by the Credit Agreement;
6.5 5.4 Pledgor shall deliver to Administrative AgentLender, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateral. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent Lender to be held as additional Collateral. If any additional shares of stock, stock certificates, instruments or other property against which a security interest can only be perfected ;
5.5 Except as permitted by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of Pledgorthis Agreement, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or not exercise any of the Credit Documents, Pledgor may retain ordinary and regular cash distributions right with respect to the Collateral, but may not retain, and shall deliver to Administrative Agent, as set forth above, distributions related to financing Collateral which would materially dilute or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions materially adversely affect Lender’s security interest in or affecting the Collateral. Administrative Agent ;
5.6 Pledgor shall apply all distributions so delivered or as may be received by Administrative Agent towards not, without the satisfaction prior written consent of the Obligations or, at its discretion Lender in each instance, Administrative Agent may retain which consent shall not be unreasonably withheld, conditioned or delayed, vote the same Collateral in favor of or consent to any resolution or action which does or might:
5.6.1 impose any additional restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, the application of which is waived to the full satisfaction of Lender as to the Collateral; or
5.6.2 result in the issuance of any additional interest in any of the investment entities listed on Exhibit A, or of any class of security, which issuance could reasonably be expected to materially adversely affect the value of the Collateral;
5.6.3 vest additional powers, privileges, preferences or priorities in any other class of interest in any of the investment entities listed on Exhibit A to the material detriment of the value of or rights accruing to the Collateral; or
5.6.4 cause the Collateral hereunderto become certificated, or opt in to the regime of security interest perfection governed by Article 8 of the uniform commercial code.
6.6 5.7 Pledgor shall not enter into or consent to any amendment or modification of or with respect to the governing documents of any of the investment entities listed on Exhibit A which could reasonably be expected to materially adversely affect the value of the Collateral without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld, conditioned or delayed;
5.8 Insofar as the same may be material or significant to Administrative AgentLender’s and Lenders’ interests, Pledgor (as applicable) shall perform in all material respects all of its obligations as a partner, member or shareholder of each Subject Company.of the investment entities listed on Exhibit A and shall enforce, to the extent provided for it in the governing documents of such entities all of the obligations of the other shareholders, partners or members of such entity;
6.7 5.9 Pledgor shall not itself or on behalf of any Subject Company investment entities listed on Exhibit A take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents.;
5.10 Pledgor shall take all such actions as may be necessary or desirable in order to insure that all of the Obligations of Pledgor under the Credit Documents are punctually and faithfully paid and performed in the manner provided for therein;
5.11 Pledgor shall, with reasonable promptness, but in all events within 3 Business Days after it has actual knowledge thereof, notify Lender in writing of the occurrence of any act, event or condition which Pledgor, in its good faith determination, believes constitutes a default or Event of Default under any of the Credit Documents, specifying the nature and existence thereof. Such notification shall include a written statement of any remedial or curative actions which Pledgor proposes to undertake to cure or remedy such default or Event of Default;
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Anthracite Capital Inc)
Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 Pledgor shall execute all such instruments, documents and papers, and will do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent on behalf of Lenders may reasonably request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby., including, without limitation, the execution and delivery of any amendments or supplements to this Agreement to evidence the Portfolio Investments or portions thereof included in the Collateral, and authorizes Administrative Agent at any time and from time to time to file UCC financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Borrower;
6.3 6.2 Except for the Senior Security Interest or any liens or encumbrances in effect as of the date hereof that have been disclosed to Administrative Agent or liens or encumbrances permitted by the Term Loan Agreement, Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges;
6.3 Except as permitted by the Term Loan Agreement and the Senior Credit Facility, except in favor of Administrative Agent and Lenders.
6.4 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other personPerson;
6.4 Except as provided below and pursuant to the terms of the Senior Credit Facility, firm, corporation or entity other than Administrative Agent and Lenders.
6.5 Pledgor shall deliver to Administrative AgentAgent on behalf of Lenders, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateraldistributions. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent on behalf of Lenders to be held as additional Collateral. If any additional shares of stockNotwithstanding the foregoing, stock certificatesso long as Pledgor, instruments or other property against which a security interest can only be perfected by possession of as borrower under the same by Administrative AgentTerm Loan Agreement, which are distributable by reason of the Collateral, come is not required to deposit funds into the possession Borrower Escrow Account on the date a cash dividend or control of distribution with respect to the Collateral is received by Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or any of the Credit Documents, Pledgor may retain ordinary and regular or dispose of such cash distributions with respect to the Collateraldividend or distribution, but may not retain, and shall deliver to Administrative AgentAgent on behalf of Lenders, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. Administrative Agent on behalf of Lenders shall apply all such dividends and distributions so delivered to or as may be received by Administrative Agent towards the satisfaction on behalf of Lenders in accordance with Section 3.3 of the Obligations orTerm Loan Agreement;
6.5 Except as permitted by the Term Loan Agreement or this Agreement and the Senior Credit Facility, at its discretion Pledgor shall not exercise any right with respect to the Collateral which would materially dilute or materially adversely affect Administrative Agent’s or Lenders’ security interest in the Collateral;
6.6 Except as permitted by the Term Loan Agreement and the Senior Credit Facility, Pledgor shall not, without the prior written consent of Administrative Agent on behalf of Lenders in each instance, which consent shall not be unreasonably withheld or delayed, vote the Collateral in favor of or consent to any resolution or action which does or might:
(i) impose any additional restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, the application of which is waived to the full satisfaction of Administrative Agent may retain on behalf of Lenders as to the same Collateral; or
(ii) result in the issuance of any additional interest in any of the Portfolio Investment Entities, or of any class of security, which issuance could reasonably be expected to materially adversely affect the value of the Collateral; or
(iii) vest additional powers, privileges, preferences or priorities in any other class of interest in any of the Portfolio Investment Entities to the material detriment of the value of or rights accruing to the Collateral; or
(iv) permit any of the Portfolio Investment Entities to sell, transfer, assign, pledge, mortgage, or otherwise encumber any property, assets or investments owned by such Portfolio Investment Entity, or to incur any new Indebtedness;
6.7 Except as permitted by the Term Loan Agreement and the Senior Credit Facility, Pledgor shall not enter into or consent to any amendment or modification of or with respect to the governing documents of any of the Portfolio Investment Entities which could reasonably be expected to materially adversely affect the value of the Collateral hereunder.without the prior written consent of Administrative Agent on behalf of Lenders in each instance, which consent shall not be unreasonably withheld or delayed;
6.6 6.8 Insofar as the same may be material or significant to Administrative Agent’s and or Lenders’ interests, subject to the terms of the Senior Credit Facililty, Pledgor (as applicable) shall perform in all material respects all of its obligations as a partner, member or shareholder of each Subject Company.Portfolio Investment Entity and shall enforce, to the extent provided for it in the governing documents of such Portfolio Investment Entity all of the obligations of the other shareholders, partners or members of such Portfolio Investment Entity;
6.7 6.9 Pledgor shall not itself or on behalf of any Subject Company Portfolio Investment Entity take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents; and
6.10 Subject to the terms of the Senior Credit Facility, Pledgor shall take all such actions as may be necessary or desirable in order to insure that all of the Obligations of the Pledgor under the Credit Documents are punctually and faithfully paid and performed in the manner provided for therein.
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Hines Real Estate Investment Trust Inc)
Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 Pledgor shall execute all such instruments, documents and papers, and will do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent on behalf of Lenders may reasonably request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby.;
6.3 6.2 Except for any liens or encumbrances in effect as of the date hereof that have been disclosed to Administrative Agent or liens or encumbrances permitted by the Term Loan Agreement, Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges;
6.3 Except as permitted by the Term Loan Agreement, except in favor of Administrative Agent and Lenders.
6.4 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other personPerson;
6.4 Except as provided below, firm, corporation or entity other than Administrative Agent and Lenders.
6.5 Pledgor shall deliver to Administrative AgentAgent on behalf of Lenders, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateraldistributions. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent on behalf of Lenders to be held as additional Collateral. If any additional shares of stockNotwithstanding the foregoing, stock certificatesso long as Pledgor, instruments or other property against which a security interest can only be perfected by possession of as borrower under the same by Administrative AgentTerm Loan Agreement, which are distributable by reason of the Collateral, come is not required to deposit funds into the possession Borrower Escrow Account on the date a cash dividend or control of distribution with respect to the Collateral is received by Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or any of the Credit Documents, Pledgor may retain ordinary and regular or dispose of such cash distributions with respect to the Collateraldividend or distribution, but may not retain, and shall deliver to Administrative AgentAgent on behalf of Lenders, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. Administrative Agent on behalf of Lenders shall apply all such dividends and distributions so delivered to or as may be received by Administrative Agent towards the satisfaction on behalf of Lenders in accordance with Section 3.3 of the Obligations orTerm Loan Agreement;
6.5 Except as permitted by the Term Loan Agreement or this Agreement, at its discretion Pledgor shall not exercise any right with respect to the Collateral which would materially dilute or materially adversely affect Administrative Agent’s or Lenders’ security interest in the Collateral;
6.6 Except as permitted by the Term Loan Agreement, Pledgor shall not, without the prior written consent of Administrative Agent on behalf of Lenders in each instance, which consent shall not be unreasonably withheld or delayed, vote the Collateral in favor of or consent to any resolution or action which does or might:
(i) impose any additional restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, the application of which is waived to the full satisfaction of Administrative Agent may retain on behalf of Lenders as to the same Collateral; or
(ii) result in the issuance of any additional interest in any of the Portfolio Investment Entities, or of any class of security, which issuance could reasonably be expected to materially adversely affect the value of the Collateral; or
(iii) vest additional powers, privileges, preferences or priorities in any other class of interest in any of the Portfolio Investment Entities to the material detriment of the value of or rights accruing to the Collateral; or
(iv) permit any of the Portfolio Investment Entities to sell, transfer, assign, pledge, mortgage, or otherwise encumber any property, assets or investments owned by such Portfolio Investment Entity, or to incur any new Indebtedness;
6.7 Except as permitted by the Term Loan Agreement, Pledgor shall not enter into or consent to any amendment or modification of or with respect to the governing documents of any of the Portfolio Investment Entities which could reasonably be expected to materially adversely affect the value of the Collateral hereunder.without the prior written consent of Administrative Agent on behalf of Lenders in each instance, which consent shall not be unreasonably withheld or delayed;
6.6 6.8 Insofar as the same may be material or significant to Administrative Agent’s and or Lenders’ interests, Pledgor (as applicable) shall perform in all material respects all of its obligations as a partner, member or shareholder of each Subject Company.Portfolio Investment Entity and shall enforce, to the extent provided for it in the governing documents of such Portfolio Investment Entity all of the obligations of the other shareholders, partners or members of such Portfolio Investment Entity;
6.7 6.9 Pledgor shall not itself or on behalf of any Subject Company Portfolio Investment Entity take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents; and
6.10 Pledgor shall take all such actions as may be necessary or desirable in order to insure that all of the Obligations of the Pledgor under the Credit Documents are punctually and faithfully paid and performed in the manner provided for therein.
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Hines Real Estate Investment Trust Inc)
Pledgor’s Agreements. Pledgor agrees so long as any of the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 Pledgor shall execute all such instruments, documents and papers, and will do all such acts as Administrative Agent the Lender may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent the Lender may reasonably request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby.hereby including, without limitation, the execution and delivery of any amendments to this Agreement to evidence the investments or portions thereof included in the Collateral, and authorizes the Lender at any time and from time to time to file UCC financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor;
6.3 6.2 Except for any liens or encumbrances in effect as of the date hereof that have been disclosed to the Lender or liens or encumbrances permitted by the Promissory Note, Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, except in favor of Administrative Agent and Lenders.;
6.4 6.3 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent and Lenders.;
6.5 6.4 Pledgor shall deliver to Administrative Agentthe Lender, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateral. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent the Lender to be held as additional Collateral. If any additional shares of stock, stock certificates, instruments or other property against which a security interest can only be perfected ;
6.5 Except as permitted by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of Pledgorthis Agreement, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or not exercise any of the Credit Documents, Pledgor may retain ordinary and regular cash distributions right with respect to the Collateral, but may not retain, and shall deliver to Administrative Agent, as set forth above, distributions related to financing Collateral which would materially dilute or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions materially adversely affect the Lender's security interest in or affecting the Collateral. Administrative Agent ;
6.6 Pledgor shall apply all distributions so delivered or as may be received by Administrative Agent towards not, without the satisfaction prior written consent of the Obligations or, at its discretion Lender in each instance, Administrative Agent may retain which consent shall not be unreasonably withheld, conditioned or delayed, vote the same Collateral in favor of or consent to any resolution or action which does or might:
(i) impose any additional restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, the application of which is waived to the full satisfaction of the Lender as to the Collateral; or
(ii) result in the issuance of any additional interest in any of the investment entities listed on Exhibit A, or of any class of security, which issuance could reasonably be expected to materially adversely affect the value of the Collateral; or
(iii) vest additional powers, privileges, preferences or priorities in any other class of interest in any of the investment entities listed on Exhibit A to the material detriment of the value of or rights accruing to the Collateral; or
(iv) permit any of the investment entities listed on Exhibit A to sell, transfer, assign, pledge, mortgage, or otherwise encumber any property, assets or investments owned by such entity, or to incur any new Indebtedness;
6.7 Pledgor shall not enter into or consent to any amendment or modification of or with respect to the governing documents of any of the investment entities listed on Exhibit A which could reasonably be expected to materially adversely affect the value of the Collateral hereunder.without the prior written consent of the Lender in each instance, which consent shall not be unreasonably withheld, conditioned or delayed;
6.6 6.8 Insofar as the same may be material or significant to Administrative Agent’s and Lenders’ the Lender's interests, Pledgor (as applicable) shall perform in all material respects all of its obligations as a partner, member or shareholder of each Subject Company.of the investment entities listed on Exhibit A and shall enforce, to the extent provided for it in the governing documents of such entities all of the obligations of the other shareholders, partners or members of such entity;
6.7 6.9 Pledgor shall not itself or on behalf of any Subject Company investment entities listed on Exhibit A take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Loan Documents.;
6.10 Pledgor shall take all such actions as may be necessary or desirable in order to insure that all of the Obligations of Pledgor under the Loan Documents are punctually and faithfully paid and performed in the manner provided for therein;
6.11 Pledgor shall, with reasonable promptness, but in all events within ten (10) days after it has actual knowledge thereof, notify the Lender in writing of the occurrence of any act, event or condition which Pledgor, in its good faith determination, believes constitutes a default or Event of Default under any of the Loan Documents, specifying the nature and existence thereof. Such notification shall include a written statement of any remedial or curative actions which Pledgor proposes to undertake to cure or remedy such default or Event of Default;
6.12 Pledgor agrees so long as any of the Obligations remain outstanding, it shall comply with each of the following covenants:
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Anthracite Capital Inc)
Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 Pledgor shall execute all such instruments, documents and papers, and do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent may request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby.
6.3 Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, except in favor of Administrative Agent and Lenders.
6.4 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent and Lenders.
6.5 Pledgor shall deliver to Administrative Agent, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateral. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent to be held as additional Collateral. If any additional shares of stock, stock certificates, instruments or other property against which a security interest can only be perfected by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or any of the Credit Documents, Pledgor may retain ordinary and regular cash distributions with respect to the Collateral, but may not retain, and shall deliver to Administrative Agent, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. Administrative Agent shall apply all distributions so delivered or as may be received by Administrative Agent towards the satisfaction of the Obligations or, at its discretion in each instance, Administrative Agent may retain the same as Collateral hereunder.
6.6 Insofar as the same may be material or significant to Administrative Agent’s and Lenders’ interests, Pledgor (as applicable) shall perform all of its obligations as a shareholder of each Subject Company.,
6.7 Pledgor shall not itself or on behalf of any Subject Company take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents.
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Inland Real Estate Corp)
Pledgor’s Agreements. The Pledgor agrees so long as the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 a. The Pledgor shall execute all such instruments, documents and papers, and will do all such acts as the Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as the Administrative Agent may request with respect to the perfection and protection of the pledge and security interests interest granted herein and the assignments assignment effected hereby.;
6.3 b. The Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges, charges except in favor of the Administrative Agent and Agent, on behalf of the Lenders.;
6.4 c. The Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other person, firm, corporation or entity other than Administrative Agent entity;
d. Upon the occurrence and Lenders.
6.5 during the continuance of an Event of Default, the Pledgor shall deliver to the Administrative Agent, if and when received by the Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of distributions, except as otherwise provided for in the CollateralCredit Agreement. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of the Pledgor, the Pledgor shall hold the same in trust for immediate delivery to the Administrative Agent to be held as additional Collateral. If any additional shares of stock, stock certificates, instruments or other property against which a security interest can only be perfected by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or under the Credit Agreement or any of the Credit Documents, Pledgor may retain ordinary and regular cash distributions with respect to the Collateral, but may not retain, and shall deliver to Administrative Agent, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. The Administrative Agent shall apply all distributions so delivered or as may be received by the Administrative Agent towards the satisfaction of the Obligations Obligations;
e. The Pledgor shall, upon the reasonable request from the Administrative Agent, from time to time, cause the issuer of any securities comprising any of the Collateral which may be, but has not been, certificated, to issue certificates with respect thereto in the name of the Pledgor or, at its discretion if so requested by the Administrative Agent, in the name of the Administrative Agent, on behalf of the Lenders, as secured party;
f. Except as otherwise provided for in the Credit Agreement, the Pledgor shall not exercise any right with respect to the Collateral which would dilute or adversely affect the Administrative Agent’s rights in the Collateral;
g. The Pledgor shall not, without the prior written consent of the Administrative Agent in each instance, vote the Collateral in favor of or consent to any resolution or action which does or might:
i. impose any restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, the application of which is waived to the full satisfaction of the Administrative Agent may retain as to the same Collateral; or
ii. result in the issuance of any additional membership interest in the BBP Borrowers, or of any class of security, which issuance might adversely affect the value of the Collateral; or
iii. vest additional powers, privileges, preferences or priorities to any other class of interest in the BBP Borrowers to the detriment of the value of or rights accruing to the Collateral; or
iv. except in favor of the Administrative Agent in connection with the Loan, permit the BBP Borrowers to sell, transfer, assign, pledge, mortgage, or otherwise encumber any property owned by the BBP Borrowers, or to incur any new indebtedness, unless the Administrative Agent has given its prior written consent or except as Collateral hereunder.otherwise permitted in the Credit Agreement;
6.6 h. The Pledgor shall not enter into or consent to any amendment or modification of or with respect to any of the Organizational Documents of any BBP Borrower without the Administrative Agent’s prior written consent in each instance;
i. Insofar as the same may be material or significant to the Administrative Agent’s and Lenders’ interests, the Pledgor (as applicable) shall perform all of its obligations as a shareholder [partner / member] of each Subject Company.the BBP Borrowers;
6.7 j. The Pledgor shall not itself or on behalf of any Subject Company the BBP Borrowers take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Loan Documents;
k. The Pledgor shall not undertake any action that would be in contravention of or inconsistent with the terms and conditions set forth in this Agreement;
l. The Pledgor shall not suffer or permit any lien or encumbrance to exist on or with respect to the Collateral except in favor of the Administrative Agent, on behalf of the Lenders.
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Pledgor’s Agreements. Pledgor agrees so long as the Obligations remain outstanding that:
6.1 All stock certificates and other instruments with respect to the Collateral are being delivered to Administrative Agent simultaneously herewith (or have been delivered to Administrative Agent prior to the date hereof) together with stock powers duly executed by Pledgor. Pledgor shall deliver or cause the Subject Companies, as applicable, to deliver directly to Administrative Agent all instruments, stock certificates or other documents representing the Collateral acquired or received after the date of this Agreement together with stock powers duly executed by Pledgor. If at any time Administrative Agent notifies Pledgor that additional stock powers are required with respect to the Collateral, Pledgor shall promptly execute and deliver the same to Administrative Agent.
6.2 Pledgor shall execute all such instruments, documents and papers, and will do all such acts as Administrative Agent may reasonably request from time to time to carry into effect the provisions and intent of this Agreement including, without limitation, the execution of stop-transfer orders, stock powers, notifications to obligors on the Collateral, the providing of notification in connection with book-entry securities or general intangibles, and the providing of instructions to the issuers of uncertificated securities, and will do all such other acts as Administrative Agent on behalf of Lenders may reasonably request with respect to the perfection and protection of the pledge and security interests granted herein and the assignments effected hereby.hereby including, without limitation, the execution and delivery of any amendments to this Agreement to evidence the Portfolio Investments or portions thereof included in the Collateral, and authorizes Administrative Agent at any time and from time to time to file UCC financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Borrower;
6.3 6.2 Except for any liens or encumbrances in effect as of the date hereof that have been disclosed to Administrative Agent or liens or encumbrances permitted by the Credit Agreement, Pledgor shall keep the Collateral free and clear of all liens, encumbrances, attachments, security interest pledges and charges;
6.3 Except as permitted by the Credit Agreement, except in favor of Administrative Agent and Lenders.
6.4 Pledgor shall not transfer the Collateral or any direct or indirect interest therein to any other personPerson;
6.4 Except as provided below, firm, corporation or entity other than Administrative Agent and Lenders.
6.5 Pledgor shall deliver to Administrative AgentAgent on behalf of Lenders, if and when received by Pledgor, any item representing or constituting any of the Collateral including, without limitation, all cash dividends and distributions and any additional shares of stock or any other property of any kind distributable on or by reason of the Collateraldistributions. If under any circumstance whatsoever any of such proceeds should be paid to or come into the hands of Pledgor, Pledgor shall hold the same in trust for immediate delivery to Administrative Agent on behalf of Lenders to be held as additional Collateral. If any additional shares of stockNotwithstanding the foregoing, stock certificates, instruments or other property against which a security interest can only be perfected by possession of the same by Administrative Agent, which are distributable by reason of the Collateral, come into the possession or control of so long as Pledgor, Pledgor shall immediately transfer and deliver the same to Administrative Agent; provided, however, that until the occurrence of an Event of Default hereunder or as borrower under the Credit Agreement Agreement, is not required to deposit funds into the Borrower Escrow Account on the date a cash dividend or any of distribution with respect to the Credit DocumentsCollateral is received by Pledgor, Pledgor may retain ordinary and regular or dispose of such cash distributions with respect to the Collateraldividend or distribution, but may not retain, and shall deliver to Administrative AgentAgent on behalf of Lenders, as set forth above, distributions related to financing or refinancing of projects, sale of property, casualty loss, taking of property or return of capital contributions, and all certificates of ownership whether now existing or hereafter received as a result of any dividends, splits or other transactions in or affecting the Collateral. Administrative Agent on behalf of Lenders shall apply all such dividends and distributions so delivered to or as may be received by Administrative Agent towards the satisfaction on behalf of Lenders in accordance with Section 3.3 of the Obligations orCredit Agreement;
6.5 Except as permitted by the Credit Agreement or this Agreement, at its discretion Pledgor shall not exercise any right with respect to the Collateral which would materially dilute or materially adversely affect Administrative Agent’s or Lenders’ security interest in the Collateral;
6.6 Except as permitted by the Credit Agreement, Pledgor shall not, without the prior written consent of Administrative Agent on behalf of Lenders in each instance, which consent shall not be unreasonably withheld or delayed, vote the Collateral in favor of or consent to any resolution or action which does or might:
(i) impose any additional restrictions upon the sale, transfer or disposition of the Collateral other than restrictions, if any, the application of which is waived to the full satisfaction of Administrative Agent may retain on behalf of Lenders as to the same Collateral; or
(ii) result in the issuance of any additional interest in any of the Portfolio Investment Entities, or of any class of security, which issuance could reasonably be expected to materially adversely affect the value of the Collateral; or
(iii) vest additional powers, privileges, preferences or priorities in any other class of interest in any of the Portfolio Investment Entities to the material detriment of the value of or rights accruing to the Collateral; or
(iv) permit any of the Portfolio Investment Entities to sell, transfer, assign, pledge, mortgage, or otherwise encumber any property, assets or investments owned by such Portfolio Investment Entity, or to incur any new Indebtedness;
6.7 Except as permitted by the Credit Agreement, Pledgor shall not enter into or consent to any amendment or modification of or with respect to the governing documents of any of the Portfolio Investment Entities which could reasonably be expected to materially adversely affect the value of the Collateral hereunder.without the prior written consent of Administrative Agent on behalf of Lenders in each instance, which consent shall not be unreasonably withheld or delayed;
6.6 6.8 Insofar as the same may be material or significant to Administrative Agent’s and or Lenders’ interests, Pledgor (as applicable) shall perform in all material respects all of its obligations as a partner, member or shareholder of each Subject Company.Portfolio Investment Entity and shall enforce, to the extent provided for it in the governing documents of such Portfolio Investment Entity all of the obligations of the other shareholders, partners or members of such Portfolio Investment Entity;
6.7 6.9 Pledgor shall not itself or on behalf of any Subject Company Portfolio Investment Entity take any action or refrain from taking any action which would cause or result in a violation of any provisions of the Credit Documents; and
6.10 Pledgor shall take all such actions as may be necessary or desirable in order to insure that all of the Obligations of the Pledgor under the Credit Documents are punctually and faithfully paid and performed in the manner provided for therein.
Appears in 1 contract
Samples: Ownership Interests Pledge and Security Agreement (Hines Real Estate Investment Trust Inc)
