Acknowledgment of Pledge. The Debtor shall deliver to the ------------------------ Secured Party, concurrently with the execution hereof, acknowledgment by each financial institution in which any Deposit Account is held or maintained that the pledge of such Deposit Account has been recorded in the books and records of the financial institution, and that the Secured Party shall have dominion and control over such Deposit Account, such acknowledgment to be in form and substance satisfactory to the Secured Party.
Acknowledgment of Pledge. Upon the execution and delivery of this Agreement, Pledgor shall cause Borrower to execute and deliver to Administrative Agent a letter in the form attached hereto as Exhibit C. Pledgor represents and warrants that the representations of Borrower in such letter are true and complete. Pledgor shall cause Borrower to comply with the covenants and warranties in such letter, and shall cause Borrower to comply with the requirements of the Loan Documents.
Acknowledgment of Pledge a. HCPI and the Down REIT Sub hereby agree, acknowledge and approve, as being subject to, but complying with Section 11.3 of the LLC Agreement, (i) the grant by Pledgor to Lender of a security interest in the Collateral pursuant to the Loan, and (ii) subject to Section 7.a below, the Transfer, to Lender or other purchaser at foreclosure, of the Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each reference herein to foreclosure to include such a transfer) thereon by Lender under or pursuant to the Loan; provided, however, that such acknowledgement and approval of the Down REIT Sub is not, and shall not be construed to be, the consent to or approval of any other Transfer in the event Lender or other purchaser at foreclosure becomes the owner of any of the Pledged Units. HCPI agrees to note in its and the Down REIT Sub’s books and records that the Pledgor has granted to Lender a security interest in the Collateral and agrees that upon delivery to HCPI by Lender of the Certificates evidencing ownership of the Pledged Units, together with original unit powers duly executed by Pledgor in blank in the form attached hereto as Exhibit B, if requested by Lender, HCPI will register in its books and records, or the books and records of the Down REIT Sub, ownership of such Pledged Units in the name of Lender or its nominee. HCPI agrees that it will not register the Pledged Units (or any entitlement to any dividend, distribution or other proceeds thereof) into the name of any person other than Pledgor or recognize any person other than Pledgor as the owner of such Pledged Units, without the prior written consent of Lender.
Acknowledgment of Pledge. With respect to any Investment Property issued by a Grantor which at any time is owned by a Grantor and constitutes an uncertificated security as defined by the UCC, such issuing Grantor will comply with instructions originated by the Administrative Agent without further consent by the registered owner thereof. All shares of Equity Interests issued by a Grantor at any time owned by a Grantor, and all options, warrants and similar rights, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, such owning Grantor, shall be delivered directly to Administrative Agent, for the account of such owning Grantor, at the Administrative Agent’s address specified in Section 3.3 hereof. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (i) upon the occurrence and continuance of an Event of Default, cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without such Grantor or its nominee’s further consent, or (ii) upon the occurrence and continuance of an Event of Default, in the case of Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such Investment Property, with such Grantor being permitted, only with the Administrative Agent’s consent, to exercise rights to withdraw or otherwise deal with such Investment Property. The provisions of this section shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.
Acknowledgment of Pledge. The LLC hereby acknowledges that the Pledge is permitted in accordance with the provisions of Article X of the LLC Agreement and acknowledges the Pledge and Lender’s security interest in the Pledged Collateral and its rights with respect thereto described in the Loan Documents. Lender acknowledges that, in the event of a foreclosure not involving an immediate redemption of any Pledged Units foreclosed upon, Pledgor and Lender will need to comply with such provisions and Article XII of the LLC Agreement in order for Lender to acquire and hold Pledged Units and Pledged B Pubco Shares and become a Substituted Member or Additional Member under the LLC Agreement.
Acknowledgment of Pledge. Seller acknowledges that Purchaser will, pursuant to the Indenture, assign and pledge the Purchased Property and certain other property and rights to the Indenture Trustee for the benefit of the Secured Parties. Seller hereby consents to such assignment and pledge.
Acknowledgment of Pledge. The Indemnitor acknowledges that (i) in accordance with the terms and provisions of the NMLP Security Documents, NMLP has collaterally assigned to the Agent, on behalf of the Lenders, its right, title and interest in and to this Indemnity Agreement and (ii) upon the receipt of written notice from the Agent of the occurrence of an Event of Default, the Indemnitor shall pay any amounts due hereunder to NMLP, to the Agent or as may be otherwise directed by the Agent. Witness the execution and delivery hereof as an instrument deemed made under seal as of the 24th day of November, 2003. APOLLO REAL ESTATE INVESTMENT FUND III, L.P., A Delaware limited partnership By: Apollo Real Estate Advisors III, L.P., a Delaware limited partnership, its General Partner By: Apollo Real Estate Capital Advisors III, Inc., a Delaware corporation, its General Partner By: ---------------------------------------- Name: Xxxxxx Xxxxxx Title: Vice President Witness the execution and delivery hereof as an instrument deemed made under seal as of the 24th day of November, 2003. XXXXXXX XX HOLDINGS LLC, A Delaware limited liability company By: Xxxxxxx Manager (NV) Corp., its Manager By: ---------------------------------------- Name: Xxxxxxx Xxxxxxx Title: Chief Operating Officer Witness the execution and delivery hereof as an instrument deemed made under seal as of the 24th day of November, 2003. XXXXXXX MLP CORP., A Delaware corporation By: -------------------------------------- Name: Xxxxxxx Xxxxxxx Title: Chief Operating Officer Witness the execution and delivery hereof as an instrument deemed made under seal as of the 24th day of November, 2003. VORNADO REALTY L.P., A Delaware limited partnership By: Vornado Realty Trust, as its General Partner By: ----------------------------------------- Name: Xxxxxx Xxxxxx Title: Executive Vice President - Finance And Administration, Chief Financial Officer Witness the execution and delivery hereof as an instrument deemed made under seal as of the 24th day of November, 2003. VORNADO XXXXXXX L.L.C., A Delaware limited liability company By: Vornado Realty L.P., as its Member By: Vornado Realty Trust, as its General Partner By: ----------------------------------------- Name: Xxxxxx Xxxxxx Title: Executive Vice President - Finance And Administration, Chief Financial Officer Witness the execution and delivery hereof as an instrument deemed made under seal as of the 24th day of November, 2003. VNK L.L.C., A Delaware limited liability company By: Two Penn...
Acknowledgment of Pledge. Upon the execution and delivery of this Agreement, Pledgor shall cause (i) Holdings to execute and deliver to Lender a letter in the form attached hereto as Exhibit C-1 and (ii) Owner to execute and deliver to Lender a letter in the form attached hereto as Exhibit C-2. Pledgor represents that each of Holdings’ and Owner’s representations in such letters are true and complete. Pledgor shall cause each of Holdings and Owner to comply with Holdings’ and Owner’s covenants and warranties in such letters, as applicable, and shall cause each of Holdings and Owner to comply with the requirements in the Loan Documents applicable to Holdings and Owner, as applicable.
Acknowledgment of Pledge a. In compliance with Section 8.2.C of the LLC Agreement, the Company hereby agrees, acknowledges and approves (i) the grant by Pledgor to Lender of a security interest in the Collateral pursuant to the Loan, and (ii) subject to Section 5 below, the transfer to Lender at foreclosure of the Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each reference herein to foreclosure to include such a transfer) thereon by Lender under or pursuant to the Loan. Upon execution of this Agreement by the Company, the Company agrees to note in its books and records that Pledgor has granted to Lender a security interest in the Collateral.
Acknowledgment of Pledge. Each Collateral Subsidiary ------------------------ hereby (i) acknowledges that all the shares of its Capital Stock (except the MH Preferred Shares in the case of Mutual Holdings (Bermuda) Ltd., the IPC Preferred Shares with respect to IPC Mutual Holdings, Ltd., and the MIDL Director Share in the case of Mutual Indemnity (Dublin) Ltd.) constitute Collateral pledged hereunder to the Agent for the benefit of the Lenders, (ii) confirms that such shares constitute all issued and outstanding shares of its Capital Stock, and (iii) agrees to fully cooperate with the implementation of such pledge (including, without limitation, with any regulatory or other filings or registrations with any insurance authority).
