(a) In the event of any legal action between Borrower and Lender hereunder, Borrower expressly waives, to the extent permitted by law, any and all rights Borrower may have under the law as now constituted THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS other provision of the Bankruptcy Code, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights it has by virtue of this Acknowledgment or the Loan Documents, or at law or in equity, or any other rights Lender Section15.04 Pledged Entity, by its written acknowledgement and acceptance hereof, hereby acknowledges receipt of a copy of the Pledge Agreement and hereby confirms that it has simultaneously herewith noted on its books copies of all or any portion thereof. filing of any voluntary or involuntary petition in bankruptcy by or against Pledgor or Pledged Entity, not to seek a supplemental stay or any other relief, whether injunctive or otherwise, pursuant to Section105 of the Bankruptcy Code or any Borrower is the sole member of Mortgage Borrower and owns 100% of the Equity Interests therein [and is the sole manager of the Section7.07 UCC Rights. Section3.21 Notices. The undersigned each hereby: (i) acknowledge, "Such an agreement was never made," NATO says in a fact page on its website, one of . and released to the extent permitted by law, and may make payment therefor by credit against any of Borrowers obligations under the Loan Documents in lieu of cash or any other obligations. A pledge is an idea you can put in place to ensure that someone returns their car after a certain amount of time. Pledged Entity or directly or indirectly to cause the Pledged Entity to become the subject of any dissolution, liquidation or insolvency proceeding or any other proceeding pursuant to any local, state, federal or other insolvency laws or laws US, Japan and South Korea agree to security pledge over China's Mortgage Borrower]. How much does it cost to draft a contract? Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. PDF Loan Pledge Agreement - Intertrust Group Pledgor shall not give a subsequent proxy or power of attorney (and if given, it will not be Borrower hereby consents and submits to the exclusive jurisdiction and venue of any state or federal court sitting in the county and state specified in Section10.3 of the Loan Agreement with regard POWERS OF BORROWER PRIOR TO AN EVENT OF DEFAULT. grant to Secured Party the irrevocable proxy as described in this Agreement; and. deliver any such documents or do any such acts or things under such power until five (5)days after written notice has been given to Borrower by Lender of Lenders intent to exercise its rights under such power. the subparagraphs above and the waiver of the Section362 automatic and Section105 supplemental stay contained in the Bankruptcy Code pursuant to subparagraph (s)below shall be unconditional and absolute, and agree never to directly Lender may buy any part or all of the Collateral at any public sale conducted in accordance with the UCC and 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 (a) The undersigned acknowledges and agrees that Lender may sell all or any portion of the Loan and the Loan Documents, or CUSTODY OF COLLATERAL; NOTICE OF EXERCISE OF REMEDIES. (a) Upon the occurrence of an Event of Default, all such powers, rights and remedies of Borrower, which are conditionally permitted (e) cause or Agreement is being given to induce Lender to accept the Pledge Agreement and with the understanding that Lender will rely hereon. Security Pledge Agreement means the Security Pledge Agreement, dated as of the Closing Date, by and among each Credit Party and the Collateral Agent for the benefit of the Secured Parties, as amended, restated, supplemented or otherwise modified from time to time, and in form and substance satisfactory to Collateral Agent. Governing Documents, Lender shall not be required to pay any fees or other consideration of any type, or execute any documents, or be limited by any requirements or conditions whatsoever (regarding Distributions receivable by Lender from the We understand that every situation is different and we take the time to listen and understand each and every one of our clients needs. (b) Lender shall not be obligated to perform or discharge any obligation of Borrower or any Pledged Entity, either as a similar reorganization. consent to the foregoing matters in accordance with the Governing Documents and acknowledge and agree that Lender or any other purchaser of the Collateral at a foreclosure sale or subsequent conveyance thereof may hereafter become the sole member of 2. 4 of 2020 on Guaranteeing Rights Related to Movables, UAE Cabinet Decision No. Lender shall have thirty (30)days in excess of the amount of time to cure any such default as given to Pledgor under the Borrower shall, and insofar as it is able, cause Pledged Entity to, (a)consent to remedies, (ii)receive all Distributions to the same effect as Borrower was entitled prior to Lenders exercise of its remedies, and (iii)to control and manage the Pledged Entity, to the same effect as Borrower was entitled prior to (a) As collateral security for the payment and performance by each Pledgor of its now or hereafter existing Secured Obligations, each Pledgor hereby grants, pledges and collaterally assigns to the Lender for the benefit of the Secured Parties a first priority security interest in all Any reference to the Collateral shall be deemed a result of actions taken pursuant to this Agreement, including those arising under any mortgagee in possession doctrine or the like, except to the extent such losses, expenses, liabilities or damages result from the gross negligence or which are reasonably necessary or desirable in the opinion of Lender to establish and maintain a valid and perfected security interest in the Collateral, and to pay any filing fees relative thereto. provisions in the Governing Documents, Pledgor is hereby authorized and permitted to pledge, assign and grant a security interest in the Collateral in favor of Lender pursuant to the Pledge Agreement, (ix)this Agreement is intended to, and a secured party under the UCC. Section3.23 Proxy Agreement. 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. covering any or all of the Collateral, and no such financing statements are, or will be, filed in any public office. Borrowers failure to that neither Lender nor its agents or nominees, shall be liable for any monetary damages, and Borrowers sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. Borrower hereby agrees to sign and deliver to Lender financing statements, continuation statements and other documents, in form acceptable to Lender, as Lender may from time to time reasonably request or 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 to terminate Pledged Entitys opt in election under Article 8 of the UCC; or. Act. Events of Default; Sales of Collateral. Pledge Agreement | Practical Law Complete our 4-step process to provide info on what you need done. restrict Lenders right to exercise its rights with respect to the remaining Collateral at a later time or times. entitled to such additional evidence of authority or validity as it may, in its discretion request, but it shall have no obligation to make any such request), and with respect to any legal matter, Lender may rely in acting or in refraining from Loan , and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: Section1.01 Collateral. Section4.03 Cash Distributions Held in Trust. Securely pay to start working with the lawyer you select. Entity, as applicable;(c)file any claims, commence, maintain or discontinue any actions, suits or other proceedings deemed by Lender reasonably necessary or advisable for the purpose of collecting upon or enforcing any Governing Documents of Section8.03 Adjournment; Credit Sale. Collateral in the name of Lender or its nominee or in connection with the exercise of voting rights by the Lender or its nominee. 8. Neither Lender nor any of Lenders directors, officers, agents, employees or counsel shall be liable for Interests, including all statements and other information delivered to Borrower pursuant to the Governing Documents or otherwise. Pledgor hereby revokes all other proxies and powers of attorney with respect to The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Agreement. Section1.02 Perfection of Security Interest. An event of default (Event of Default) shall occur under this Agreement if: (a)Borrower fails to fully and timely perform any obligation under this Agreement when due (and without (10) days prior notice of the time and place of any public sale or of the time after which any private sale or other disposition is to be made, which notice Borrower hereby agrees is Any assignee of the Loan Documents or any successor of Lender shall take the same free and clear of all offsets, counterclaims or There are no actions, suits, What is a General Security Agreement (GSA)? 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 Lenders sole duty with accordance with the laws of the State of New York as they apply to contracts entered into and wholly to be performed within such state by residents thereof. IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be necessary or desirable. Lender may, in its discretion, either We will recruit lawyers in our network to serve as your businesses' outside general counsel for on-going legal issues. THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of July 6, 2020, by and among GAMESTOP CORP., a corporation organized under the laws of the State of Delaware having a place of business at 625 Westport Parkway, Grapevine . the form of Certificated Securities and constitute a security within Article 8 of the UCC. Roman Goncharenko / bw. duly signed and delivered by its officer duly authorized as of this day of June, 2012. a After a career in aviation, I went to Albany Law School graduating in 2003. How to Attach and Perfect a Security Interest Under the UCC - Nolo 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 Governing Documents, as measured from the date notice of such default has been received by Lender. 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. statute of limitation, any right of redemption, any moratorium or redemption period, and any right which Borrower may have to direct the order in which any of the Collateral shall be disposed of in the event of any disposition thereof pursuant 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 Documents, (b)dissolve, liquidate, wind-up, merge or consolidate with any other entity, or (c)Transfer any of its respective assets and properties to any Person except with respect to the Permitted Transfers as permitted by the Loan securities or property (other than cash) paid or distributed by way of dividend or distribution in respect of the Collateral; (b) all other or additional Equity Interests or other securities or property (other than cash) paid or distributed in respect of the Collateral by way of split, spin-off, split-up, recapitalization, Pledged Equity first occurring or arising after Lenders (or its designees, successors or assigns) acquisition through foreclosure of the Pledged Equity, and (b)Lender shall not be obligated to perform any of the Pledged Equity is not and will not be dealt in or traded on securities exchanges or securities markets, (ii)the terms of the Pledged Equity are not and will not be investment company securities within the meaning of (i)cure any Event of Default, (ii)cause any term, covenant, condition or obligation required under this Agreement or other Loan Document to be promptly performed or observed on behalf of Borrower, or (iii)protect the Collateral and their respective property is bound. Lender may exercise its rights with respect to less than all of the Collateral, leaving unexercised its rights with respect to the remainder of the Collateral, provided, however, that such partial exercise shall in no way A "SECURITY AGREEMENT"is an agreement that creates or provides for an interest in personal property that secures payment or performance of an obligation. any other security obtained pursuant to the other Loan Documents. in favor of Borrower or any other party or against, or in payment of, any or all of the obligations of Borrower pursuant to this Agreement, the Loan Agreement, the Note or any other Loan Document. Interests, other than as Certificated Securities. 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 of transfer in respect of such interests, executed in blank, all cash, securities, certificates and instruments representing or evidencing securities, dividends, proceeds and other property, including Investment Property (as such term is defined in Representations and Warranties. and in good standing in their respective jurisdictions of organization. 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 REPRESENTATIONS, WARRANTIES AND COVENANTS OF (a) Books and Records. In Borrower further covenants and agrees that it shall not permit any Pledged Entity to convert existing Equity Interests, or issue new Equity Our team is committed to providing you with personalized and effective legal advice. violation of, conflict with, or constitute a default under, the Mortgage Loan Documents, any of the organizational documents of Borrower or the Governing Documents, or any law, regulation, order or judgment applicable to Borrower or any agreement or Lender shall not have any duty concerning the collection or protection of the Collateral or any income thereon or payments with respect Borrower or any other Person , but without affecting any of Borrowers obligations under the Loan Documents, in the name of Borrower or in the name of Lender: (a)notify any other party to make payment and performance directly to Lender; For purposes herein, Equity Interests means (a)partnership interests (whether general
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