Prior to or concurrently with the execution of this Agreement (and promptly after the acquisition of any additional Stockholder Shares), each New Securityholder and Co-Investor shall deliver to the Company (i) all certificates evidencing any Stockholder Shares owned by such New Securityholder and Co-Investor and (ii) five stock transfer powers in the form of Exhibit B attached hereto (each, a “Stock Power” and, collectively, the “Stock Powers”) executed in blank with respect to all such Stockholder Shares. All certificates evidencing such Stockholder Shares will be held by the Company for the benefit of such New Securityholders and Co-Investors until consummation of an Approved Sale in accordance with the terms and conditions of this Section 3. In connection with any such Approved Sale, the Company is hereby authorized by each such New Securityholder and Co-Investor to assign, transfer and deliver all such Stockholder Shares to the appropriate acquiror thereof in accordance with the terms and conditions of this Section 3. In the event of a Transfer by any New Securityholder or Co-Investor pursuant to and in compliance with the provisions of this Agreement, the Company shall use its commercially reasonable efforts to cancel and reissue any certificates held by it in order to evidence such Transfer as soon as reasonably practicable.
Prior to or concurrently with delivery by the Company to the Holder of a certificate(s) representing such shares, the Holder shall, upon notification of the amount due, pay promptly any amount necessary to satisfy applicable federal, state or local tax requirements. In the event such amount is not paid promptly, the Company shall have the right to apply from the purchase price paid any taxes required by law to be withheld by the Company with respect to such payment and the number of shares to be issued by the Company will be reduced accordingly.
Prior to or concurrently with the execution and delivery of this Agreement, each Subsidiary Guarantor shall (i) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by Section 4 of this Agreement and (ii) deliver to the Administrative Agent all certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank.
Prior to or concurrently with the execution and delivery of this Agreement, the Borrower shall (i) file such financing statements and other documents in such offices as the Agent may request to perfect the security interests granted by Section 3 hereof, (ii) cause the Agent (to the extent requested by any Bank) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles owned by the Borrower and (iii) deliver to the Agent all certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank. BORROWER SECURITY AGREEMENT
Prior to or concurrently with the delivery by Firm of securities to a Borrower, Firm shall obtain from the Borrower Collateral in an amount equal to, as of such date, 102% in the case of loaned securities of United States issuers, and 105% in the case of loaned securities of non‑United States issuers, of the market value of any securities loaned, including any accrued interest. All Collateral consisting of cash and securities and all securities loaned shall be marked to market daily as provided in Section 7 hereof. All Collateral, with the exception of U.S. government securities pledged as Collateral upon the loan of securities, shall be held by Firm, an affiliate of Firm or Custodian, at Treasurer’s direction. With respect to the loan of securities which are collateralized by the pledge of U.S. government securities, the Collateral may be held either directly by Firm or through a Custodian acting on behalf of the Fund, at the Treasurer’s direction. Firm shall be responsible for the acts or omissions of any affiliate of Firm used as though the acts or omissions of such affiliate were the acts or omissions of Firm, and Firm shall be responsible for and reimburse the Fund for any losses caused by such affiliate. In the case of securities loans which are collateralized by cash, Firm shall, in its discretion acting as a fiduciary of the Fund, and acting in the best interests of the Fund, invest such cash Collateral on behalf of the Fund in accordance with Section 8 hereof. Firm shall take all actions necessary in order to create and maintain a valid, perfected, first priority security interest in the Collateral.
Prior to or concurrently with the execution and delivery of this Agreement, the Borrower shall (i) file such financing statements and other documents in such offices as the Agent may request to perfect the security interests granted by Section 3 hereof, (ii) cause the Agent (to the extent requested by any Lender) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles owned by the Borrower, (iii) deliver to the Agent all certificates identified in Annex 1 hereto, accompanied by undated stock powers duly executed in blank and (iv) deliver to the Agent the Inter-company Notes owing to the Borrower and outstanding on the date hereof, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Agent may reasonably request.
Prior to or concurrently with the execution and delivery of this Agreement, each Obligor shall (i) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by Section 3 of this Agreement, (ii) cause the Administrative Agent (if requested by the Administrative Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles owned by such Obligor and (iii) deliver to the Administrative Agent all certificates identified in Annex 1, accompanied by undated stock powers duly executed in blank.
Prior to or concurrently with the execution and delivery of this Agreement, each Grantor shall (i) file such financing statements and other documents in such offices as the Collateral Trustee may request to perfect the security interests granted by Section 3 of this Agreement and (ii) deliver to the Collateral Trustee all certificates evidencing any of the Pledged Stock, accompanied by undated stock powers duly executed in blank, and, to the extent required under Section 5.01(b), all promissory notes and other instruments evidencing any Pledged Debt identified in Annex 4. Without limiting the foregoing, each Grantor consents that Uniform Commercial Code financing statements may be filed describing the Shared Collateral as set forth in Section 3.
Prior to or concurrently with the execution and delivery of this Agreement and upon the acquisition or creation of any securities of or interests in any Issuer, LLC or Partnership the securities or interests in which are required to be pledged hereunder, each Debtor shall (a) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by Section 3 of this Agreement, (b) deliver to the Administrative Agent all certificates identified in Schedule 1 hereto, accompanied by undated stock powers duly executed in blank and (c) deliver to the Administrative Agent all Pledged Obligations.
Prior to or concurrently with the execution and delivery of this Agreement, the Obligor shall (i) file such financing statements and other documents in such offices as the Holdings Collateral Agent may request to perfect the security interests granted by Section 3 of this Agreement, (ii) deliver to the Holdings Collateral Agent the Intercompany Note, accompanied by undated bond power duly executed in blank and (iii) shall deliver to the Holdings Collateral Agent a UCC-1 financing statement for filing, in each jurisdiction requested by the Hold- ings Collateral Agent, at the direction of the Required Creditors, naming the Obligor as debtor and duly signed by the Obligor.
