THE COLLATERAL AGENT. VOICEONE COMMUNICATIONS, INC. BARBARA R. MITTMAN a Delawxxx xxxxxxxxxxx Xy: /s/ Steven Ivester Xx: /x/ Xxxbara R. Mittman -------------------------- ----------------------- Its: CEO APPROVED AND, AS TO SECTIONS 6.1 AND 10.5, AGREED TO BY "LENDERS" /s/ Stonestreet Limited Partnexxxxx /x/ Whalehaven Capital Fund Ltd. ----------------------------------- -------------------------------- STONESTREET LIMITED PARTNEXXXXX WHALEHAVEN CAPITAL FUND LTD. /s/ Ellis Enterprises Ltd. /s/ Bristol Investment Fund, Ltd. ----------------------------------- --------------------------------- ELLIS ENTERPRISES LTD. BRISTOL INVESTMENT FUND, LTD. /s/ Alpha Capital Aktiengesellschaft ------------------------------------ ALPHA CAPITAL AKTIENGESELLSCHAFT (Security and Pledge Agreement (subsidiary)) SCHEDULE A TO SECURITY AND PLEDGE AGREEMENT ----------------------------------- -------------------- ----------------------- INITIAL CLOSING SECOND CLOSING LENDER NOTE PRINCIPAL NOTE PRINCIPAL ----------------------------------- -------------------- ----------------------- STONESTREET LIMITED PARTNEXXXXX $287,500.00 $287,500.00 33 Prince Arthur Ave. Toroxxx, Xxxxxxx X0X 0X0, Canada Fax: (416) 323-3693 ----------------------------------- -------------------- ----------------------- WHALEHAVEN CAPITAL FUND LTD. $230,000.00 $230,000.00 3RD Floor, 14 Par-Laville Xxxx Xxxxxxxx, Xxxxxxx XX00 Xxx: (000) 000-1373 ----------------------------------- -------------------- ----------------------- ELLIS INTERNATIONAL LTD. $143,750.00 $143,750.00 53rd Street Urbanizacion Oxxxxxx Xxxxs Xxxxx, 00xx Xxxxx, Xxxxxx Xxxxxxxx xx Xxxxxx Xxx: (000) 000-8990 ----------------------------------- -------------------- ----------------------- BRISTOL INVESTMENT FUND, LTD. $383,332.95 $383,332.95 Caledonia House, Jennett Street George Town, Xxxxx Xxxxxx Xxxxxx Xxxxxxx Fax: (323) 468-8307 ----------------------------------- -------------------- ----------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $383,332.95 $383,332.95 Pradafant 7 9490 Furstentuxx Xxxxx, Xxxxxxxxxxxx Xxx: 000-00-00000000 ----------------------------------- -------------------- ----------------------- TOTAL $1,427,915.90 $1,427,915.90 ----------------------------------- -------------------- ----------------------- (Security and Pledge Agreement (subsidiary)) ANNEX I SECURITY AND PLEDGE AGREEMENT PLEDGE AMENDMENT This Pledge Amendment, dated _________ __, 200_, is delivered pursuant to Section 4.3 of the Security and Pledge Agreement referred to bel...
THE COLLATERAL AGENT. SUMITOMO MITSUI BANKING CORPORATION, not in its individual capacity but solely as the Collateral Agent By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director THE COLLATERAL CUSTODIAN: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as the Collateral Custodian By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Assistant Vice President THE BANK: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as the Bank By: /s/ Xxxxx X. Xxxxxxx, Xx. Name: Xxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Exhibit A CHANGED PAGES TO THE LOAN AND SERVICING AGREEMENT (See attached) EXECUTION VERSION Conformed through Omnibus Amendment No. 56 U.S. $400,000,000500,000,000 LOAN AND SERVICING AGREEMENT Dated as of January 20, 2012 By and Among ARES CAPITAL JB FUNDING LLC, as the Borrower and ARES CAPITAL CORPORATION, as the Servicer and as the Transferor and SUMITOMO MITSUI BANKING CORPORATION, as the Administrative Agent, and as the Collateral Agent and as the Lender THE LENDERS FROM TIME TO TIME PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian and as the Bank TABLE OF CONTENTS Page
THE COLLATERAL AGENT. SUMITOMO MITSUI BANKING CORPORATION, not in its individual capacity but solely as the Collateral Agent By: /s/ Hitoshi Ryoji Name: Hitoshi Ryoji Title: Managing Director THE COLLATERAL CUSTODIAN: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as the Collateral Custodian By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President THE BANK: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as the Bank By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Exhibit A CHANGED PAGES TO THE LOAN AND SERVICING AGREEMENT (See attached) EXECUTION VERSION Conformed through Omnibus Amendment No. 45 U.S. $400,000,000 LOAN AND SERVICING AGREEMENT Dated as of January 20, 2012 By and Among ARES CAPITAL JB FUNDING LLC, as the Borrower and ARES CAPITAL CORPORATION, as the Servicer and as the Transferor and SUMITOMO MITSUI BANKING CORPORATION, as the Administrative Agent, as the Collateral Agent and as the Lender and
Examples of THE COLLATERAL AGENT in a sentence
FURTHERMORE, Debtor EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.
IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS).
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY ASSIGNOR IN ANY OTHER JURISDICTION.
EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.
More Definitions of THE COLLATERAL AGENT
THE COLLATERAL AGENT shall give the Grantor 15 days' written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to ...
THE COLLATERAL AGENT. [Address] Attention: [ ] Telecopy: [ ] Telephone: [ ] provided that any notice, request or demand to the Secured Party shall not be effective until received.
THE COLLATERAL AGENT has all requisite right, power and authority to execute and deliver this Agreement and to perform all of its duties as Collateral Agent hereunder.
THE COLLATERAL AGENT. Xxxxxx Xxxxxxx Senior Funding, Inc. 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx E-mail: xxxxxxxx@xx.xxx Telephone: 000-000-0000 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and it and the rights and obligations of the parties hereto shall be governed by, and construed and enforced in accordance with the laws of the State of New York without regard to conflict of law principles thereof that would result in the application of any law other than the law of the State of New York, and the Approved Securities Intermediary’s jurisdiction for the purposes of Section 8-110 of the UCC shall be the State of New York. The Approved Securities Intermediary will treat all property at any time credited by the Approved Securities Intermediary to the Account as financial assets within the meaning of the UCC. The Approved Securities Intermediary acknowledges that this Agreement constitutes written notification to the Approved Securities Intermediary, pursuant to the UCC and any applicable federal regulations for the Federal Reserve Book Entry System, of the Collateral Agent’s security interest in the Assets. The Grantor, the Collateral Agent and Approved Securities Intermediary are entering into this Agreement to provide for the Collateral Agent’s control of the Assets and to confirm the first and exclusive priority of the Collateral Agent’s security interest in the Assets. The Approved Securities Intermediary agrees to promptly make and thereafter maintain all necessary entries or notations in its books and records to reflect the Collateral Agent’s security interest in the Assets. If any term or provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall be construed in all respects as if the invalid or unenforceable term or provision were omitted. This Agreement may not be altered or amended in any manner without the express written consent of the Grantor, the Collateral Agent and the Approved Securities Intermediary. This Agreement may be executed in any number of counterparts, all of which shall constitute one original agreement. This Agreement may be terminated by the Approved Securities Intermediary upon 30 days’ prior written notice to the Grantor and the Collateral Agent. The Collateral Agent may terminate this Agreement upon 3 days’ prior written notice to the Approved Security Intermediary and the Grantor. The Gra...
THE COLLATERAL AGENT. SAVOY RESOURCES CORP. BARBARA R. MITTMAN a Colorado corporation By: /s/ Arthur Johnson /s/ Barbara R. Mittman ------------------ ---------------------- Arthur Johnson Its: President and CEO XXXXXXXX XX "LENDERS": /s/ Konrad Ackerman /s/ Evan Schemenauer ------------------- -------------------- XLPHA CAPITAL AKTIENGESELLSCHAFT WHALEHAVEN CAPITAL FUND LIMITED /s/ Menachem Lijahm /s/ Y. Kluger ------------------- ------------------- XXS CAPITAL OSHER CAPITAL INC. This Security Agreement may be signed by facsimile signature and delivered by confirmed facsimile transmission. SCHEDULE A TO SECURITY AGREEMENT --------------------------------------------------------------- LENDER NOTE PRINCIPAL ALPHA CAPITAL AKTIENGESELLSCHAFT $425,000.00 Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 011-42-32323100 XXXXXXXXXX XXXXXXX XXXX LIMITED $200,000.00 0xx Xxoor, 14 Par-Laville Road Hamilton, Bermuda HM08 Fax: (441) 290-0000 XXX XXXXXXX $100,000.00 0000 Xentura Blvd., Suite 108 Panorama City, CA 91402 Attn: Judah Zxxxx Xxx: (000) 000-0000 XXXXX XXXXXXX XXX. $50,000.00 0 Xxxxxerry Lane Spring Valley, NY 10977 Fax: TOTAL $775,000.00 --------------------------------------------------------------- ANNEX I TO SECURITY AGREEMENT PLEDGE AMENDMENT This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated August 5, 2005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. -------------------- ---------------------- -------------------- --------------- Number Certificate Name of Issuer of Shares Class Number(s) -------------- --------- ----- --------- -------------------- ---------------------- -------------------- --------------- -------------------- ---------------------- -------------------- --------------- -------------------- ---------------------- -------------------- --------------- -------------------- ---------------------- -------------------- --------------- -------------------- ---------------------- -------------------- --------------- SAVOY RESOURCES CORP. By: ...
THE COLLATERAL AGENT is hereby granted a license or other right to use, without charge, each Grantor's and each of its Subsidiaries' labels, patents, copyrights, licenses, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing, advertising for sale and selling any Collateral and each Grantor's and each of its Subsidiaries' rights under all licenses and all franchise agreements shall inure to the Collateral Agent's benefit.
THE COLLATERAL AGENT. TEAM COMMUNICATIONS GROUP, INC. XXXXXXX X. XXXXXXX a California corporation By:________________________________ _______________________________ Its:_______________________________ APPROVED BY "LENDERS": ________________________________ __________________________________ ALPHA CAPITAL AKTIENGESELLSCHAFT AMRO INTERNATIONAL, S.A. - "Lender" - "Lender" ________________________________ - "Lender" This Security Agreement may be executed by facsimile signature and delivered by confirmed facsimile transmission.