Pledges. 13.1 Neither APT nor Loral Orion shall have the right to pledge, mortgage, charge, grant any security interest in or otherwise encumber all or part of its interest in the Satellite, except for the purpose of security relating to financing (whether new or existing), and then only provided that: (a) such Party shall remain liable for all obligations hereunder relating to such interest; (b) the encumbrance shall be subject to any necessary approvals or restrictions of any relevant governmental authority or telecommunications administration; and (c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights of the other party under this Agreement and the Transaction Documents or (y) the rights of such secured party with respect to any such interest in the Satellite shall at all times be subject to the rights of the other Party under this Agreement and the other Transaction Documents. 13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership interest in the APT Transponders and the Remaining Loral Transponders, but with respect to any Remaining Loral Transponder, only for so long as such transponder is subject to the APT Leasehold Interest, and to the extent such approval is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure of any such Lien shall be subject to the export control laws and regulations of the United States.
Appears in 2 contracts
Sources: Satellite Agreement (Loral Orion Inc), Satellite Agreement (Loral Space & Communications LTD)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner in its sole and absolute discretion), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner’s interest in the Partnership as it relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his or her contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; andupon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP Dated FEBRUARY 25, 2020, effective JANUARY 1, 2020, as the same may be amended or restated from time to time.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual or facsimile or electronic signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesDEUCC, such provision of article 8 of the DEUCC shall control.
Appears in 2 contracts
Sources: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.), Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to pledge, mortgage, charge, not pledge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner's interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; upon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement and, if applicable, shall no longer be considered a Voting Partner for purposes of this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) Article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to any Remaining Loral Transponder1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, only for so long as such transponder is subject to the APT Leasehold InterestDATED MARCH 2, and to the extent such approval is obtained2017 AND EFFECTIVE AS OF AUGUST 21, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure of any such Lien shall be subject to the export control laws and regulations of the United States2015, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
Appears in 1 contract
Sources: Side Letter Agreement (Apollo Global Management LLC)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner in its discretion), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner’s interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; andupon the occurrence of such similar events with respect to such Limited Partner’s interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “NYUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP DATED MARCH 31, 2022 WITH A DEEMED EFFECTIVE DATE AS AMONG THE PARTIES THERETO OF SEPTEMBER 29, 2020, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual, electronic or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesNYUCC, such provision of article 8 of the NYUCC shall control.
Appears in 1 contract
Sources: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to pledge, mortgage, charge, not pledge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner's interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; upon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement and, if applicable, shall no longer be considered a Voting Partner for purposes of this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to any Remaining Loral Transponder1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP EFFECTIVE AS OF JUNE 29, only for so long as such transponder is subject to the APT Leasehold Interest2018, and to the extent such approval is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure of any such Lien shall be subject to the export control laws and regulations of the United StatesAS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
Appears in 1 contract
Sources: Exempted Limited Partnership Agreement (Apollo Global Management LLC)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner in its discretion), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner’s interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; andupon the occurrence of such similar events with respect to such Limited Partner’s interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP DATED AS OF [ ], AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual, electronic or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesDEUCC, such provision of article 8 of the DEUCC shall control.
Appears in 1 contract
Sources: Limited Partnership Agreement (Apollo Global Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner in its discretion), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner’s interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; andupon the occurrence of such similar events with respect to such Limited Partner’s interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “NYUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP DATED MARCH 27, 2023 WITH A DEEMED EFFECTIVE DATE AS AMONG THE PARTIES THERETO OF DECEMBER 23, 2021, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual, electronic or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesNYUCC, such provision of article 8 of the NYUCC shall control.
Appears in 1 contract
Sources: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion shall have the right to pledge, mortgage, charge, grant any security interest in or otherwise encumber all or part of its interest in the Satellite, except for the purpose of security relating to financing (whether new or existing), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;
(b) the encumbrance shall be subject to any necessary approvals or restrictions of any relevant governmental authority or telecommunications administration; and
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights of the other party under this Agreement and the Transaction Documents or (y) the rights of such secured party with respect to any such interest in the Satellite shall at all times be subject to the rights of the other Party under this Agreement and the other Transaction Documents.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it a. A Limited Partner shall not pledge, mortgagecharge or grant a security interest in such Limited Partner’s interest in the Partnership unless the prior written consent of the General Partner has been obtained (which consent may be given or withheld by the General Partner in its discretion).
b. Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any Limited Partner may grant to a bank or other financial institution a security interest in such part of such Limited Partner’s interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or upon the occurrence of such similar events with respect to such Limited Partner’s interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
c. For purposes of the grant, pledge, charge, grant any attachment or perfection of a security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership partnership interest in the APT Transponders Partnership or otherwise, each such partnership interest shall constitute a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “NYUCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect 1995.
d. Any partnership interest in the Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any Remaining Loral Transponderother applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, only for so long as such transponder is subject 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP DATED FEBRUARY 10, 2022 WITH A DEEMED EFFECTIVE DATE AS AMONG THE PARTIES THERETO OF JULY 10, 2020, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
e. Each certificate representing a partnership interest in the Partnership shall be executed by manual, electronic or facsimile signature of the General Partner on behalf of the Partnership.
f. Notwithstanding any provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesNYUCC, such provision of article 8 of the NYUCC shall control.
Appears in 1 contract
Sources: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner’s interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership. If the interest of the Limited Partner in the Partnership or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner, such interest of the Limited Partner in the Partnership or telecommunications administration; andportion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “NYUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction Documents.National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. 701158.0018 4830-3854-5382 v5
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of New York (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP DATED MAY 19, 2021 WITH A DEEMED EFFECTIVE DATE AS AMONG THE PARTIES THERETO OF AUGUST 23, 2019, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual, electronic or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesNYUCC, such provision of article 8 of the NYUCC shall control.
Appears in 1 contract
Sources: Exempted Limited Partnership Agreement (Apollo Asset Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner's interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; upon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement and, if applicable, shall no longer be considered a Voting Partner for purposes of this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE PARTNERSHIP AGREEMENT OF THE PARTNERSHIP.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesDEUCC, such provision of article 8 of the DEUCC shall control.
Appears in 1 contract
Sources: Agreement of Exempted Limited Partnership (Apollo Global Management, Inc.)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to pledge, mortgage, charge, not pledge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) Notwithstanding Section 6.5(a), any Limited Partner may grant to a bank or other financial institution a security interest in such part of such Limited Partner’s interest in the encumbrance Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or upon the occurrence of such similar events with respect to such Limited Partner’s interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be subject entitled to vote on any necessary approvals or restrictions matter pursuant to this Agreement and, if applicable, shall no longer be considered a Voting Partner for purposes of any relevant governmental authority or telecommunications administration; andthis Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) Article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8‑102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, EFFECTIVE AS OF JANUARY 1, 2014, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations Article 8 of the United StatesDEUCC, such provision of Article 8 of the DEUCC shall control.
Appears in 1 contract
Sources: Limited Partnership Agreement (Apollo Global Management LLC)
Pledges. 13.1 Neither APT nor Loral Orion (a) A Limited Partner shall have the right to not pledge, mortgage, charge, charge or grant any a security interest in or otherwise encumber all or part of its such Limited Partner’s interest in the Satellite, except for Partnership unless the purpose prior written consent of security relating to financing the General Partner has been obtained (whether new which consent may be given or existingwithheld by the General Partner), and then only provided that:
(a) such Party shall remain liable for all obligations hereunder relating to such interest;.
(b) the encumbrance shall be Notwithstanding Section 6.5(a) and subject to the requirements of applicable law, any necessary approvals Limited Partner may grant to a bank or restrictions other financial institution a security interest in such part of such Limited Partner's interest in the Partnership as relates solely to the right to receive distributions of Operating Profit in the ordinary course of obtaining bona fide loan financing to fund his contributions to the capital of the Partnership or Co-Investors (A). If the interest of the Limited Partner in the Partnership or Co-Investors (A) or any relevant governmental authority portion thereof in respect of which a Limited Partner has granted a security interest ceases to be owned by such Limited Partner in connection with the exercise by the secured party of remedies resulting from a default by such Limited Partner or telecommunications administration; andupon the occurrence of such similar events with respect to such Limited Partner's interest in Co-Investors (A), such interest of the Limited Partner in the Partnership or portion thereof shall thereupon become a non-voting interest and the holder thereof shall not be entitled to vote on any matter pursuant to this Agreement.
(c) Either (x) satisfactory arrangements as agreed between the parties (including a party's lenders) shall have been made to recognize and protect the rights For purposes of the other party under this Agreement and the Transaction Documents grant, pledge, charge, attachment or (y) the rights perfection of such secured party with respect to any such a security interest in a partnership interest in the Satellite Partnership or otherwise, each such partnership interest shall at all times be subject to constitute a “security” within the rights meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “DEUCC”), and (ii) article 8 of the Uniform Commercial Code of any other Party under this Agreement applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the other Transaction DocumentsNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
13.2 Notwithstanding anything to the contrary set forth in Paragraph 13.1 above, Loral Orion agrees that it shall not pledge, mortgage, charge, grant any security interest in, or otherwise encumber all or part its interests in any transponders on the Satellite that is then subject to the APT Leasehold Interest or the Common Elements associated therewith (collectively any "Lien"), for any purpose except for any Lien incurred pursuant to the next sentence. Loral Orion agrees that it will submit to the Bankruptcy Court a request to approve the grant by Loral Orion of a Lien in favor of APT's banks with respect to Loral Orion's ownership d) Any partnership interest in the APT Transponders Partnership may be evidenced by a certificate issued by the Partnership in such form as the General Partner may approve. Every certificate representing an interest in the Partnership shall bear a legend substantially in the following form: Each partnership interest constitutes a “security” within the meaning of, and governed by, (i) article 8 of the Uniform Commercial Code (including section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to article 8 thereof as adopted by the American Law Institute and the Remaining Loral TranspondersNational Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, but with respect to 1995. THE TRANSFER OF THIS CERTIFICATE AND THE PARTNERSHIP INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP EFFECTIVE AS OF JUNE 29, 2018, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME.
(e) Each certificate representing a partnership interest in the Partnership shall be executed by manual, electronic or facsimile signature of the General Partner on behalf of the Partnership.
(f) Notwithstanding any Remaining Loral Transponder, only for so long as such transponder is subject provision of this Agreement to the APT Leasehold Interestcontrary, and to the extent such approval that any provision of this Agreement is obtained, to grant such Lien PROPRIETARY in the manner and to the extent so approved provided that the foreclosure inconsistent with any non-waivable provision of any such Lien shall be subject to the export control laws and regulations article 8 of the United StatesDEUCC, such provision of article 8 of the DEUCC shall control.
Appears in 1 contract
Sources: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)