The Pledged Collateral. (a) The Pledgor will cause each Issuer to keep and maintain, at its address indicated in Clause 6.3(a) (The Pledged Collateral) its limited liability company records and all records, documents and instruments constituting, relating to, or evidencing Pledged Collateral. The Pledgor agrees to cause each Issuer to permit the Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Issuer and its records directly with the Issuer’s officers and employees.
(b) Except as expressly permitted by the Credit Agreement or this Agreement, the Pledgor:
(i) must maintain sole legal and beneficial ownership of the Pledged Collateral;
(ii) must not permit any Pledged Collateral to be subject to any Lien other than the Collateral Agent’s security interest and must at all times warrant and defend the Collateral Agent’s security interest in the Pledged Collateral against all other Liens and claimants;
(iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Pledged Collateral, or agree or contract to do any of the foregoing;
(iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Pledged Collateral; and
(v) must not take any action which would result in a reduction in the value of any Pledged Collateral.
(c) The Pledgor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Pledged Collateral) all taxes, assessments and charges imposed on or in respect of Pledged Collateral and all claims against the Pledged Collateral.
(d) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Collateral Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral.
(e) Except for distributions permissible under clause 18.16 of the Credit Agreement and made in compliance with that clause, the Pledgor will not permit the Issuer to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any ownership interests in or securities of the Is...
The Pledged Collateral. (a) Except as otherwise specified in paragraph (iii) below, with respect to each Issuer of Pledged Interests pledged by such Pledgor:
(i) such Issuer is a limited liability company duly formed and organized and validly existing as a limited liability company under the laws of the jurisdiction set forth opposite its name in Schedule 2;
(ii) the members of each such Issuer are as set forth in Schedule 2 attached hereto; and
(iii) Iridium Holdings LLC has only one class of members and only one class of limited liability company interests.
(b) It has been duly admitted as a member of each Issuer whose interests it is pledging and has made all required contributions to the Issuer.
(c) The Pledged Interests constitute the percentage of ownership interest in each Issuer as it appears in Schedule 2, and there are no other equity or ownership interests in an Issuer, options or rights to acquire or subscribe for any such interests, or securities or instruments convertible into or exchangeable or exercisable for any such interests other than the securities and interests described in Schedule 2.
(d) Except as permitted under the Facility Agreement:
(i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Interests and all other Pledged Collateral now in existence;
(ii) none of the Pledged Collateral is subject to any Lien other than the Security Agent’s security interest;
(iii) it has not agreed or committed to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or granted any option, warrant, or right with respect to any of the Pledged Collateral (other than pursuant to this Agreement); and
(iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Security Agent’s security interest.
(e) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment.
(f) None of the Pledged Collateral constitutes “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.
The Pledged Collateral. As of the date of this Agreement, Shareholder has good, valid and marketable title to all of the Pledged Collateral that has been issued to date, free and clear of any and all Encumbrances other than the restrictions on the transfer thereof as provided in preexisting agreements with InterCept.
The Pledged Collateral. Pledgor acknowledges that it has, independently of and without reliance on Banks or Agent, performed its own legal review of this Pledge Agreement and the Loan Documents and is not relying on Banks and Agent with respect to any of the aforesaid items. Pledgor agrees to keep itself adequately informed from such means of any facts, events or circumstances which might in any way affect Pledgor’s risks hereunder. Banks and Agent makes no representation of its interest in, or the priority or perfection of Banks’ and Agent’s interest in and to, any of the Pledged Collateral.
The Pledged Collateral. Each Pledgor acknowledges that it has, independently of and without reliance on the Lender, made its own credit analysis of each of the Pledgors and each of the Pledged Entities, and performed its own legal review of this Agreement and the other Loan Documents and is not relying on the Lender with respect to any of the aforesaid items. Each Pledgor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect such Pledgor’s risks hereunder. The Lender makes no representation of its interest in, or the priority or perfection of the Lender’s security interest in and to, any of the Pledged Collateral.
The Pledged Collateral. (a) (i) WSI keeps at its address at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000 its corporate records, stock ledger and all records, documents and instruments relating to or evidencing the Pledged Collateral.
The Pledged Collateral. Pledgor acknowledges that it has, independently of and without reliance on the Secured Party, made its own credit analysis of the Company and performed its own legal review of this Agreement and the other Loan Documents and is not relying on the Secured Party with respect to any of the aforesaid items. Pledgor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Pledgor’s risks hereunder. The Secured Party makes no representation of its interest in, or the priority or perfection of the Secured Party’s security interest in and to, any of the Pledged Collateral.
The Pledged Collateral. (a) In any suit, legal action, arbitration or other proceeding involving any Pledged Collateral or the Security Agent’s security interest, a Pledgor of such Pledged Collateral must take all lawful action to avoid impairment of the Security Agent’s security interest or the Security Agent’s rights under this Agreement or the imposition of a Lien on such Pledged Collateral.
(b) Except as otherwise permitted under the Facility Agreement, no Pledgor will permit an Issuer of its Pledged Interests to cancel or change the terms of such Pledged Interest, or authorize, create or issue any additional ownership interests, or any additional class or classes of ownership interests, in the Issuer, or to recharacterize or reclassify the existing interests. Except as otherwise permitted under the Facility Agreement, no Pledgor will effect or permit any change of control of any Issuer of its Pledged Interests.
(c) No Pledgor will permit the certificate of formation or limited liability company agreement of an Issuer of its Pledged Interests to be amended in any way:
(i) that is inconsistent with the representation and warranty in Subclause 4.2(a) (No Certificates); or
(ii) that affects the Security Agent’s security interest in the Pledged Collateral, the Security Agent’s rights under this Agreement or the Pledgor’s rights in the Pledged Collateral.
(d) No Pledgor will take any action nor permit an Issuer of its Pledged Interests to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.
The Pledged Collateral. (a) In any suit, legal action, arbitration or other proceeding involving the Pledged Collateral or the Security Agent’s security interest, the Pledgor must take all lawful action to avoid impairment of the Security Agent’s security interest or the Security Agent’s rights under this Agreement or the imposition of a Lien on any of the Pledged Collateral.
(b) Except as otherwise permitted under the Facility Agreement, the Pledgor will not permit the Issuer to cancel or change the terms of the Pledged Shares, or authorize, create or issue any additional shares of capital stock or ownership interests in the Issuer. Except as otherwise permitted under the Facility Agreement, the Pledgor will not effect or permit any change of control of the Issuer.
(c) The Pledgor will take no action, and will not permit the Issuer to take any action, that could cause any of the Pledged Collateral to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.
The Pledged Collateral. (a) The Pledged Shares have been duly authorized and are validly issued, fully-paid and non-assessable.
(b) Except as permitted under the Credit Agreement or this Agreement:
(i) it is the sole legal and beneficial owner of, and has the power to transfer and grant a security interest in the Pledged Shares and all other Pledged Collateral now in existence;
(ii) none of the Pledged Collateral is subject to any Lien other than the Collateral Agent’s security interest;
(iii) it has not and will not agree or commit to sell, assign, pledge, transfer, license, lease or encumber any of the Pledged Collateral, or grant any option, warrant, or right with respect to any of the Pledged Collateral; and
(iv) no effective mortgage, deed of trust, financing statement, security agreement or other instrument similar in effect is on file or of record with respect to any Pledged Collateral, except for those that create, perfect or evidence the Collateral Agent’s security interest.
(c) No litigation, arbitration or administrative proceedings are current or pending or, to its knowledge, threatened, involving or affecting the Pledged Collateral, and none of the Pledged Collateral is subject to any order, writ, injunction, execution or attachment.
