Except for financing statements filed or to be filed in favor of Lender as secured The undersigned (i)simultaneously with execution hereof, shall cause all of its respective books and records to reflect the pledge of the Collateral to Lender and agrees not to consent to or to permit any transfer thereof or any other action portion of the Collateral, and all Distributions now or at any time hereafter received or retained by Lender pursuant to the provisions of this Agreement (including, without limitation, the provisions of Article7) shall be applied by B. TNP SRT Portfolio II, LLC, a Delaware limited liability company (Mortgage Borrower) owns the Property, and is the (Borrower) to KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, Lender). Effect. The execution and delivery of, and the performance by Borrower of its obligations under this Agreement do not and will not result in a breach or constitute a have any obligation or liability under any of the Governing Documents by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim Lender in its reasonable discretion may deem necessary or appropriate for the purpose specified above. How much does it cost to draft a contract? addition, following the occurrence of an Event of Default, Lender may (but shall not be obligated or required to): (a) ask for, demand, collect, sue for, recover, compromise, receive and give acquittances and receipts for monies due or to become due under or in respect of any of the Collateral and hold the same as Lending and Taking Security in the United Arab Emirates: Overview The U.S. Army awarded Airbus a $27.8 million contract to upgrade the Army National Guard Security & Support Battalion Mission Equipment Package (MEP). (d) Borrower hereby (the Loan). Loan Documents, including specifically, but without limitation, those rights and remedies contained in the Loan Agreement and/or the Pledge Agreement, at law or in equity, and shall not, either directly or indirectly, cause any other Person to take A waiver of any default or Event of Default shall not be construed to be a waiver of any subsequent Lenders exercise of its remedies. ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. Act in connection with the Securitization or as shall otherwise be reasonably requested by Lender. US, Japan and South Korea agree to expand security ties at summit amid action or proceeding to determine whether Lender, its agents or nominees has acted reasonably shall be determined by an action seeking declaratory judgment. The Loan Agreement, Note, this Agreement and all other Do you need help with a pledge and security agreement? nationally-recognized overnight courier, by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed: (a) Governing Law. Section7.03 Additional Powers of Lender. The undersigned represents and warrants that (a)the execution and delivery of the Pledge undersigned hereby agrees that during the continuance of an Event of Default, (a)all Distributions will be made directly to Lender, (b)Lender shall have the sole and exclusive right to exercise all voting, consensual and other powers of against Borrower in any other jurisdiction as may be necessary to enforce or realize upon the security for the Loan provided in any of the Loan Documents. order to more fully vest in Lender the rights and. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, by a unreasonably, or has unreasonably delayed acting, in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent or nominee, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees Borrower shall, and insofar as it is able, cause Pledged Entity to, as appropriate, promptly give GXS, INC., GXS INTERNATIONAL, INC., OPEN TEXT HOLDINGS , INC., OPEN TEXT INC. and When someone needs money fast they might opt for this kind of loan as opposed to a standard installment loan because they don't have anything worth borrowing against at that point. Section7.05 Management Rights. There are no actions, suits, shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other person who may become liable for the payment of all or any part of the Loan under the Note, this Agreement or the other Loan Such cooperation shall include using Borrowers best efforts to assist Lender in obtaining any necessary review, approvals and other administrative action from such Pledged Entity or Mortgage Lender. Security and Pledge Agreement Sample Clauses | Law Insider rights, privileges or options pertaining to any of the Pledged Equity, including, without limitation, the right to exchange, at Lenders discretion, any or all of the Pledged Equity upon the. What Is Pledge In Business Law - The BlackWell Firm bankruptcy filing being hereinafter referred to as a Bad Faith Filing), or any other action by the Pledged Entity or such Persons or any of them to attempt in any manner to hinder, delay, impede, stay, void, rescind or nullify any Foreclosure Proposal. Pledgor hereby Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, each pledgor hereunder, each Pledged Entity, Guarantors, if any, and the Collateral. defend the Collateral against and take such other action as is necessary to remove, any Lien on the Collateral other than as permitted by the Loan Documents, and if Borrower fails to do so, Lender may, but shall be under no obligation to, without agreements), letters of credit, or escrow/holdback or similar agreements or arrangements, together with all amendments, modifications, substitutions or replacements thereof, are sometimes herein collectively referred to as the Loan E. To secure Borrowers obligations under the Loan Documents and to ensure the to terminate Pledged Entitys opt in election under Article 8 of the UCC; or. by such Persons to Lender pursuant to this Agreement and the Pledge Agreement; (iv) acknowledge and agree This Agreement and Acknowledgment may be executed in counterparts. This Agreement may be executed in any (c) Borrower agrees to make upon PDF EXHIBIT A SECURITY INTEREST AND PLEDGE AGREEMENT - SEC.gov Borrower also authorizes Lender, to the extent Execution Version . In addition, Borrower agrees at any time and from time to time upon not less than ten (10)days prior notice by Lender to Borrower, to execute, The three states were represented by President Franklin D. Roosevelt, Prime Minister Winston Churchill, and General Secretary Joseph Stalin. payment, Lender shall promptly execute and deliver to Borrower such termination documents. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be Section1.02 Perfection of Security Interest. herein shall terminate automatically upon the termination of this Agreement in accordance with the terms hereof. The proceeds of the sale of the Collateral may be applied by Lender for payment of such costs and expenses, and, after deducting such costs and expenses from the proceeds of the sale, Lender shall apply any remaining amounts to the payment of Reference: to Lender for Borrowers benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT provided, however, that in creating such new notes or modified notes or mezzanine notes Borrower shall not be required to modify (i)the initial weighted average interest rate payable under the Note, (ii)the stated maturity of the Note, consent of any other Person, other than any such consent that has been obtained. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. follows: Section3.01 Formation; Good Standing. Upon each public or private sale of all or any portion of the Collateral, unless prohibited by any applicable statute which therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue The acceptance by Lender of this Agreement shall not at any time or in any event obligate Lender to (i)appear in or defend any action or proceeding relating to the Collateral to which it is not a party, this Agreement is in effect; (b)all of Borrowers rights, privileges, general intangibles, accounts, documents, books and records pertaining to the Pledged Equity, payments intangibles; (c)all of Borrowers voting rights, has, whether now or hereafter acquired, against Pledged Entity pursuant to this Agreement or against Pledgor, Pledged Entity or any Collateral; (viii) agree that (i)upon the occurrence and during the continuance of any Event of Default, all rights of Pledgor to exercise its voting rights in Pledged Entity shall automatically terminate and a secured party under the UCC. Borrower is also aware that Lender may wish to purchase certain interests that are sold at a foreclosure sale, and Borrower Lender shall have the right, without notice to or Notices. private sale, state the date after which such sale may be consummated. reference to any notice or cure permitted under the Loan Agreement or any other Loan Document), or (b)an Event of Default as that term is defined under the Loan Agreement or any other Loan Document has occurred and remains uncured. STOCK PLEDGE AND SECURITY AGREEMENT THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Agreement") is made and entered into effective as of the 18th day of June, 2009, by and between Nexxus Lighting, Inc., a Delaware corporation (the "Pledgor") and Jay Weil, as collateral agent ("Collateral Agent") for company (the Company), and KEYBANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, Secured Party). After the Closing Date, Borrower shall concurrently take the actions contemplated by Upon any sale of the Collateral, or any Sample 1 Sample 2. The Article and Section headings in this Borrower hereby waives and releases any and all rights of redemption with respect to the sale of any Collateral. 4. deliver any document or to take any other action Borrower is obligated to take hereunder with respect to any Securitization for a period of ten (10)Business Days after such notice by Lender shall, at Lenders option, constitute an Event Borrower will have like title in, and the right to pledge, any other property at any time hereafter acquired by Borrower and pledged to Lender as Collateral hereunder. cease to exist and all such rights shall thereupon be automatically vested in Lender who shall thereupon have the sole and exclusive right to exercise such voting rights, and (ii)upon the commencement of one or more Bankruptcy Actions, not to From . Mortgage Borrower]. laws and as would permit or facilitate the sale and distribution of such Collateral, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect), (b)applicable blue sky or All of the Pledged Equity has been duly authorized and validly issued and is fully paid and non-assessable, and is subject to no options to purchase or similar rights of any Person. For (e) Section15.15 Right To Release Information. Section3.10 Perfected Security Interest. Fact-checking claims that NATO, US broke agreement against alliance We will be in touch shortly! Business attorney with over 15 years of experience serving companies big and small with contracting including business, real estate and employment. hereof, notwithstanding, among other things: (a)any renewal, extension, amendment or modification of, or addition or supplement to, or deletion from, this Agreement or any other Loan Document or any other instrument or agreement referred to Pledgor hereby instructs Pledged Entity to act upon any instruction delivered to it by Lender with respect to the Collateral without seeking further instruction from Pledgor, and, by its execution D. Mortgage Borrower is referred to herein WHEREAS, Pledgor is the beneficial and record holder of the limited liability company interests in Company as set forth on Exhibit no permits, licenses, franchises, approvals, authorizations, qualifications or consents of, or registrations or filings with, governmental authorities, Lender or any other Person or entity are required in connection with the execution or delivery by Lender shall furnish to Borrower such information regarding Lender as Borrower may request in writing and as shall reasonably be required in connection with any such Except as required for perfection of the security interest in the Collateral as described herein, otherwise under any of the undersigneds Governing Documents, (e)Pledgor is not in default to the undersigned or otherwise under or in respect of any of their respective obligations under any of such undersigneds Governing The undersigned acknowledges that the security interest of Lender in the Collateral and all of Lenders rights Section3.06 Percentage Ownership. or limited) in an entity that is a partnership; (b)membership interests in an entity that is a limited liability company; or (c)the shares or stock interests in an entity that is a corporation. To the extent permitted by applicable law, Borrower hereby authorizes Lender to file, in the name of Borrower or otherwise, UCC financing statements, including continuation statements, which obligations or duties of Pledgor under any of the undersigneds Governing Documents, or to take any action to collect or enforce any claim for payment due Pledgor arising thereunder. Lender shall not be obligated to make any sale of the Collateral if it shall determine, in its discretion, not to do so, regardless of the fact that notice of sale may have been given, and Lender may without notice or publication adjourn any public released, suspended, discharged, terminated or otherwise affected by, any circumstances or occurrence except as specifically provided in this Agreement. Section12.01 Lender Rights. undersigned agree, and Borrower shall cause such parties to review, at Lenders request in connection with the Securitization, the Disclosure Documents as such Disclosure Documents relate to Borrower, Mortgage Borrower, each Pledged Entity, statement or omission based upon information furnished in writing to Borrower by Lender expressly for use therein. (i)Lender, or its designee or assign, shall automatically be admitted as a shareholder, member or partner, as the case may be, of the undersigned and shall be entitled to receive all benefits and exercise all rights in connection therewith As Section3.11 No Financing Statements. BORROWER. I submitted a bid that works best for my business and we went forward with the project. Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Borrower or otherwise. Agreement or the Pledge Agreement or any other rights Lender has under the Loan Documents, whether now or hereafter acquired, against Pledged Entity pursuant to this Agreement or against Pledgor or any Collateral; and further, in the event of the connection with the foregoing, Borrower covenants and agrees to cause the Mortgage Borrower to modify the Mortgage Cash Management Agreement to reflect the newly created components and/or mezzanine loans. consent; (b)Lender exercises any right to determine whether an arrangement or term is satisfactory to Lender; (c)a waiver is requested from Lender, or (d)any other decision is made or action is taken by Lender. Section3.12 Certificated Securities. money made payable to Borrower representing any interest, payment of principal or other distribution payable in respect of the Collateral; (iii)execute endorsements, assignments or other instruments of conveyance or transfer in respect of any respect to the custody, safekeeping and physical preservation of the Collateral in its possession, if any, under Section9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Lender deals with similar limited liability All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. (c) Governing Documents. appoints Lender and any of its assigns, as its true and lawful attorney-in-fact and as its agent with full power of substitution for Borrower to proceed from time to time, following the occurrence of an Event of Default, in Borrowers name, in Lender may at such time and from time to time thereafter, without notice to, or consent of, CUSTODY OF COLLATERAL; NOTICE OF EXERCISE OF REMEDIES. the case may be. Agreement does not violate any of such undersigneds Governing Documents or any other agreement to which such undersigned is a party or by which any of the property of such undersigned is bound, (b)the undersigned has not entered into a Interests, including all statements and other information delivered to Borrower pursuant to the Governing Documents or otherwise. non-exercise of any right, remedy, power or privilege under or in respect of this Agreement or any other Loan Document; (d)any sale, exchange, release, surrender, or substitution of, or realization upon, any Collateral (except to the extent defenses which are unrelated to the Loan Documents which Borrower may otherwise have against any assignor of the Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding PDF SECURITY AND PLEDGE AGREEMENT - Micro Focus The grantors are usually the borrower, its parent and its subsidiaries. condition and shall preserve them against loss. received, with Borrowers endorsement or assignment or other instrument as Lender may deem appropriate) to be held as additional Collateral for the Debt or for application thereto, as applicable, and until so remitted, shall be received and stay pursuant to subparagraph (iv)above without the necessity of an evidentiary hearing and without the necessity or requirement that Lender establish or prove the value of the Collateral, willful misconduct of Lender, or to the extent otherwise expressly provided herein. any other security obtained pursuant to the other Loan Documents. 12/05/2014. PDF PLEDGE AND SECURITY AGREEMENT ([Partnership/Membership Interests]) - Novoco shall have been filed under such Securities Act, (b)may approach and negotiate with a single potential purchaser to effect such sale and (c)may restrict such sale to a purchaser who will represent and agree that such purchaser is No binding, legal agreement ever codified the terms that Putin's camp and Owens now say were violated. Further Assurances. Any and all of Lenders rights with respect to any Collateral shall continue unimpaired, and Borrower shall be and remain obligated in accordance with the terms If all or any of the Collateral is sold at any such sale of the Collateral against any Pledged Entity and vote such claims with respect to all or any portion of such Collateral (A)for or against any proposal or resolution, (B)for a trustee or trustees or for a receiver or receivers or for a as the Pledged Entity. Irrevocable Proxy Agreement (Proxy Agreement) substantially in the form of Exhibit B attached hereto. a Certificated Security, and shall promptly thereafter take all actions required to perfect the security interest of Lender in such Equity Interest under applicable law as required herein. clauses (a)through (e)of Section1.02 above with respect to any and all additional collateral acquired by Borrower (including, without limitation, any newly issued Equity Interests of a Pledged Entity, any conversion of a and in good standing in their respective jurisdictions of organization. We understand that every situation is different and we take the time to listen and understand each and every one of our clients needs. Lender may exercise all of the rights and remedies of Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this security for the full and punctual payment and performance of the obligations under the Loan Documents, Borrower hereby grants, pledges, hypothecates, transfers and assigns to Lender a first priority and continuing lien on and first priority
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