Common use of Subsequent Changes Affecting Collateral Clause in Contracts

Subsequent Changes Affecting Collateral. The Pledgor represents to the Senior Notes Collateral Agent and the Holders that the Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Senior Notes Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of dividends, payments of interest and/or principal, reorganization or other exchanges, tender offers and voting rights), and the Pledgor agrees that the Senior Notes Collateral Agent and the Holders shall have no responsibility or liability for informing the Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. The Pledgor covenants that it will not, without the prior written consent of the Senior Notes Collateral Agent, vote to enable, or take any other action to permit, the Issuer to sell or otherwise dispose of, or grant any option with respect to, any of the Senior Notes Pledged Collateral or create or permit to exist any Lien upon or with respect to any of the Senior Notes Pledged Collateral (except that the Pledgor may create and permit to exist the Price Note Security Interest in accordance with Section 3 of this Agreement). The Pledgor will defend the right, title and interest of the Senior Notes Collateral Agent and the Holders in and to the Senior Notes Pledged Collateral against the claims and demands of all persons.

Appears in 2 contracts

Samples: Pledge Agreement (Excel Legacy Corp), Pledge Agreement (Excel Legacy Corp)

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Subsequent Changes Affecting Collateral. The Pledgor represents to the Senior Notes Price Note Collateral Agent and the Holders that the Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Senior Notes Price Note Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of dividends, payments of interest and/or principal, reorganization or other exchanges, tender offers and voting rights), and the Pledgor agrees that the Senior Notes Price Note Collateral Agent and the Holders shall have no responsibility or liability for informing the Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. The Pledgor covenants that it will not, without the prior written consent of the Senior Notes Price Note Collateral Agent, vote to enable, or take any other action to permit, the Issuer to sell or otherwise dispose of, or grant any option with respect to, any of the Senior Notes Price Note Pledged Collateral or create or permit to exist any Lien upon or with respect to any of the Senior Notes Price Note Pledged Collateral (except that that, with respect to the Debentures Pledged Collateral and the Senior Notes Pledged Collateral, respectively, the Pledgor may create and permit to exist the Price Note Debentures Security Interest and the Senior Notes Security Interest in accordance with Section 3 of this Agreement). The Pledgor will defend the right, title and interest of the Senior Notes Price Note Collateral Agent and the Holders in and to the Senior Notes Price Note Pledged Collateral against the claims and demands of all persons.

Appears in 1 contract

Samples: Pledge Agreement (Excel Legacy Corp)

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Subsequent Changes Affecting Collateral. The Pledgor represents to the Senior Notes Debentures Collateral Agent and the Holders that the Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Senior Notes Debentures Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of dividends, payments of interest and/or principal, reorganization or other exchanges, tender offers and voting rights), and the Pledgor agrees that the Senior Notes Debentures Collateral Agent and the Holders shall have no responsibility or liability for informing the Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. The Pledgor covenants that it will not, without the prior written consent of the Senior Notes Debentures Collateral Agent, vote to enable, or take any other action to permit, the Issuer to sell or otherwise dispose of, or grant any option with respect to, any of the Senior Notes Debentures Pledged Collateral or create or permit to exist any Lien upon or with respect to any of the Senior Notes Debentures Pledged Collateral (except that the Pledgor may create and permit to exist the Price Note Security Interest in accordance with Section 3 of this Agreement). The Pledgor will defend the right, title and interest of the Senior Notes Debentures Collateral Agent and the Holders in and to the Senior Notes Debentures Pledged Collateral against the claims and demands of all persons.

Appears in 1 contract

Samples: Pledge Agreement (Excel Legacy Corp)

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