Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral; (iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Security. This Agreement is made by each Pledgor As security for the benefit payment and performance of all of the Secured Creditors to secure:
Obligations, Borrower has (ia) entered into the full Mortgage pledging and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor granting to the Lender Creditors a prior and continuing security interest in the Collateral that may be secured by the Mortgage that shall continually exist until all Obligations have been paid in full; (provided, in respect of b) had the Pledgors execute the Pledge Agreements with Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents pursuant to which such Pledgor is Pledgors pledged certain interests as described therein; (c) obtained an unsecured guaranty in amounts, form and substance reasonably satisfactory to Lender, from the Vendor Guarantor; (d) provided a party (includingcollateral assignment, in form and substance reasonably satisfactory to Lender, of the case Purchase Agreement, (e) provided a collateral assignment, in form and substance reasonably satisfactory to Lender, of each Pledgor that is the Services Agreement, (f) provided a Subsidiary Guarantorcollateral assignment, all such obligationsin form and substance reasonably satisfactory to Lender, liabilities of the Tower Agreements; and indebtedness (g) provided collateral assignments, in form and substance reasonably satisfactory to Lender, of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of its other material operating contracts. If reasonably required by the termsLender at any time, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligationsBorrower shall make notations, liabilities and indebtedness under this clause (i), except satisfactory to the extent consisting of obligationsLender, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called on its books and records disclosing the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect existence of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its Lender's security interest in the Collateral;
(iv) in . Borrower agrees that, with respect to the event Collateral which is subject to Article 9 of any proceeding for the collection Uniform Commercial Code, the Lender shall have, but not be limited to, all the rights and remedies of a secured party under the Uniform Commercial Code. The Lender shall have no liability or enforcement duty, either before or after the occurrence of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuinghereunder, the reasonable expenses on account of retaking, holding, preparing for sale or lease, selling or otherwise disposing loss of or realizing on damage to, or to collect or enforce any of its rights against, the Collateral, or of to preserve any exercise by rights against account debtors or other parties with prior interests in the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementCollateral.
Appears in 3 contracts
Sources: Loan Agreement (Horizon PCS Inc), Loan Agreement (Horizon PCS Inc), Loan Agreement (Horizon Personal Communications Inc)
Security. This Agreement is made by (a) To secure the payment, performance and satisfaction in full of its Obligations, each Pledgor for Obligor hereby (subject to the benefit of the Secured Creditors to secure:exceptions contained herein):
(i) assigns, transfers, mortgages, pledges and charges in favour of the full Collateral Agent and prompt payment when due grants to and in favour of the Collateral Agent a continuing Security Interest in and to all of such ▇▇▇▇▇▇▇'s present and after-acquired personal property; and
(whether at ii) assigns, transfers, mortgages, pledges and charges as and by way of a floating charge to and in favour of the stated maturityDebenture Trustee in and to all of the undertaking and all the property and assets, rights and things of such Obligor both present and future, legal or equitable, of which such Obligor may be possessed or to which it may be entitled or which may hereafter be acquired by acceleration such Obligor, including all its right, title, estate and interest in and to any and all real, personal or otherwisemixed property, now owned or hereafter acquired by such Obligor and all proceeds and all products of, and all accessions to, any of the foregoing; to have and to hold the Collateral and the Charge and all rights hereby conferred unto the Collateral Agent.
(b) of all obligations, liabilities Each Obligor acknowledges conclusively that such Obligor and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to Collateral Agent intend the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for Charge in the respective documentationCollateral to attach immediately upon the execution of this Indenture, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, except in the case of Collateral in which such Obligor subsequently acquires rights, in which case the Charge shall attach contemporaneously with such Obligor acquiring rights therein without the need for any further or other deed, act or consideration. The Charge shall be effective and shall attach as of the date hereof whether the monies hereby secured or any part thereof shall become owing by such Obligor before or after or upon the date of execution of this Indenture. Each Obligor acknowledges conclusively that value has been given.
(c) The last day of any term reserved by any lease, oral or written, or any agreement therefor, now held or hereafter acquired by any Obligor, is hereby excepted out of the Charge and does not and shall not form part of the Collateral, but each Pledgor that is a Subsidiary GuarantorObligor shall stand possessed of the reversion remaining in such Obligor of any leasehold premises for the time being demised as aforesaid upon trust to assign and dispose thereof as the Debenture Trustee shall direct and upon any sale of the leasehold premises, all or any part thereof, the Debenture Trustee, for the purpose of vesting the aforesaid reversion of any such obligationsterm or any renewal thereof in any purchaser or purchasers thereof, liabilities and indebtedness shall be entitled by deed or writing to appoint such purchaser or purchasers or any other person or persons as trustee or trustees of the aforesaid reversion of any such term or any renewal thereof in the place of such Pledgor under Obligor and to vest same accordingly in the Subsidiaries Guarantynew trustee or trustees so appointed freed and discharged from any obligation respecting same.
(d) In the event the validity and the due performance and compliance by such Pledgor with all effectiveness of the termsCharge over any of the Collateral requires the consent, conditions and agreements contained approval or waiver of a third person in order to be effective as against such third person, the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness Charge with respect to Interest Rate Protection Agreements any such Collateral shall be effective as against each Obligor and all persons other than such third person and shall be effective as against such third person when the applicable consent, approval or Other Hedging Agreementswaiver is obtained, being herein collectively called retroactively, to the “Credit Document Obligations”);fullest extent legally possible, to the later of the date hereof or the date such consent, approval or waiver is obtained or becomes effective, as applicable, and until such consent, approval or waiver is obtained, such Obligor shall (subject to the other terms hereof) stand possessed of such Collateral upon trust to assign and dispose thereof as the Debenture Trustee shall for such purposes direct.
(iie) If the full and prompt payment when due (whether Collateral at anytime includes investment property which is or is to be credited to a securities account established by any Obligor with a securities intermediary, such Obligor shall notify the Collateral Agent and, at the stated maturityrequest of the Collateral Agent, shall procure that the relevant securities intermediary shall enter into an agreement with the Collateral Agent which includes such terms as may be required by acceleration or otherwise) the Collateral Agent to ensure that the Collateral Agent has exclusive control over all investment property held in the relevant securities account following the an Event of all obligations, liabilities and indebtedness (Default including, but not limited to, an agreement of the securities intermediary that it will comply with entitlement orders that are originated by the Collateral Agent without limitationthe further consent of such Obligor.
(f) Neither the Collateral Agent nor any receiver shall: (a) be responsible or liable for any debts contracted by it, all interest that accrues after for damages to persons or property, for salaries or for non-fulfilment of contracts during any period when the commencement Collateral Agent or any Receiver shall manage or be in possession of the Collateral; (b) be liable to account as mortgagee in possession or for anything except actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance or performance by any Obligor of any case, proceeding obligations or other action relating to the bankruptcy, insolvency, reorganization covenants imposed upon such Obligor; or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding(d) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantorany chattel paper, security or instrument, be obligated to preserve rights against any other persons. Each Obligor hereby waives any provision of Applicable Laws permitted to be waived by it which imposes higher or greater obligations upon the Collateral Agent or any Receiver than aforesaid.
(g) Subject to Section 2.11(1)(h), all rights, remedies, and powers provided herein may be exercised only to the extent that the exercise thereof does not violate any mandatory provision of Applicable Laws and all the provisions of this Indenture are intended to be subject to all mandatory provisions of Applicable Laws which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Indenture invalid, unenforceable or not entitled to be recorded, registered or filed under any mandatory provisions of Applicable Laws. Subject to Section 2.11(1)(h), if any mandatory provision of Applicable Laws shall provide for different or additional requirements than or to those specified herein as prerequisites to or incidental to the realization, sale or foreclosure of the Charge or any part thereof, then, to that extent, such obligationslaws shall be deemed to have been set forth herein at length, liabilities and indebtedness any conflicting provisions hereof shall be disregarded, and the method of realization, sale or foreclosure of the Charge required by any such laws shall, insofar as may be necessary, be substituted herein as the method of realization, sale or foreclosure in lieu of that set forth above. Any provision hereof contrary to mandatory provisions of Applicable Laws shall be deemed to be ineffective and shall be severable from and not invalidate any other provision of this Indenture.
(h) To the extent not prohibited by Applicable Laws, each Obligor hereby waives its rights, if any, under all provisions of Applicable Laws that would in any manner, limit, restrict or otherwise affect the Collateral Agent's rights and remedies hereunder or impose any additional obligations on the Collateral Agent.
(i) Each Obligor hereby covenants and agrees that it will at all times do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, mortgages, transfers, assignments and assurances as the Collateral Agent may reasonably require for the better accomplishing and effectuating the purpose of this Indenture, including the execution and delivery of indentures supplemental hereto more particularly describing the Collateral or to correct or amplify the description of the Collateral or to better assure, convey and confirm unto the Collateral Agent any of the Collateral. Upon the execution of any supplemental indenture under this Section, this Indenture shall be modified in accordance therewith, and each such supplemental indenture shall form part of this Indenture for all purposes.
(j) Each Obligor will ensure that this Indenture and all documents, caveats, security notices and financing statements in respect thereof are promptly filed and re-filed, registered and re-registered and deposited and re-deposited, in such manner, in such offices and places, and at such times and as often as may be required by Applicable Laws or as may be necessary or desirable to perfect and preserve the Charge and the rights conferred or intended to be conferred upon the Collateral Agent by the Charge and will promptly provide the Collateral Agent with evidence (satisfactory to the Collateral Agent) of such Pledgor under filing, registration and deposit.
(k) Subject to the Subsidiaries Guaranty)provisions of Article 6, upon the full and final payment and performance of the Obligations, this Indenture and the rights hereby granted shall, at the request of the Corporation, be terminated and thereupon the Collateral Agent shall at the request and at the expense of the Corporation cancel and discharge the Charge and execute and deliver to each Obligor such deeds and other instruments as shall be requisite to cancel and discharge the Charge. Further, this Indenture shall continue to be effective or be reinstated, as the case may be, if for any Interest Rate Protection Agreement reason at any time any payment or Other Hedging Agreement entered into performance of the Obligations, or any part thereof, is rescinded, reversed, nullified, rendered void or voidable or such payment must otherwise be restored, refunded, returned or reimbursed by the Collateral Agent or a Debentureholder.
(l) No postponement or partial release or discharge of the Charge in respect of all or any part of the Borrower’s obligations with respect Collateral shall in any way operate or be construed so as to release and discharge the outstanding Loans Charge except as therein specifically provided, or so as to release or discharge any Obligor from its liability to fully pay and satisfy the Obligations.
(m) Nothing in this Indenture contained shall detract from or limit the absolute obligation of each Obligor to make payment of this Indenture and of all monies owing hereunder at the time and in the manner provided in this Indenture and to time, perform or observe any other act or condition which it is required to perform or observe hereunder whether such Interest Rate Protection Agreement or Other Hedging Agreement not the Charge is now in existence or hereafter arisingoperative, and the due performance rights under this Indenture shall be in addition to and compliance by such Pledgor with all not in substitution for any other Security Interests of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced every character now or hereafter held by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding Agent for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Security. This Agreement is made (a) The Obligations shall be secured by each Pledgor for the benefit of the Secured Creditors to secure:
first and prior Liens covering and encumbering (i) the full Mineral Interests owned by Borrower and prompt payment when due its Subsidiaries specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Subsidiaries on and after the Closing Date, (whether at the stated maturity, by acceleration or otherwiseii) one hundred percent (100%) of all obligationsthe issued and outstanding Equity of Borrower and each existing and future Subsidiary of Borrower, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)iii) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with substantially all of the terms, conditions and agreements contained in other material assets of the Credit Agreement Parties, except that Permitted Encumbrances may exist. On or before the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and in substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing statements and UCC-3 financing statement amendments (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the Credit Documents (all such obligations, liabilities and indebtedness under Parties required by this clause (iSection 5.1(a), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising. Borrower hereby authorizes Administrative Agent, and the due performance its agents, successors and compliance by such Pledgor with all of the termsassigns, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) to file any and all sums advanced by necessary financing statements under the Pledgee in order to preserve the Collateral (Uniform Commercial Code, assignments and/or continuation statements as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.
(b) On or before the Effective Date and on or before each Determination Date after the date Closing Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall, and shall cause its Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of this Agreement each Bank, Mortgages in accordance form and substance acceptable to Administrative Agent and duly executed by Borrower and such Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Credit AgreementLiens required by Section 5.1(a)(i) above with respect to Mineral Interests then held by Borrower and such Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a)(i).
Appears in 2 contracts
Sources: Credit Agreement (Laredo Petroleum - Dallas, Inc.), Credit Agreement (Laredo Petroleum Holdings, Inc.)
Security. This Agreement The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables of the Borrower/s and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, in favour of the Bank, in a form and manner satisfactory to the Bank, as security for payment / repayment of the loan/Facility together with all interest, costs, charges, expenses and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required by the Bank and the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s to the satisfaction of the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) shall be in addition to and not in derogation of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) shall be available to the Bank until all accounts between the Bank and the Borrower/s in respect of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is made found to be insufficient / incorrect in value, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish or the additional security, if any, is subsequently found to be of inferior value to that as declared by each Pledgor the Borrower/s at the time of availing the Facility and as declared in the Application Form(s), the Bank may, in its discretion, treat such default as an event of default under facility/loan Documents. The Borrower shall furnish and create such security from time to time in favour of or for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturityBank, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (providedvalue, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement form and in such other Credit Documents (all such obligationsmanner, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced as may be deemed fit by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtednessBank, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise forthwith upon so required by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has Bank. The Bank shall also have the right to reimbursement under Section 11 stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of this Agreement; the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requests, which may be given by the Bank to the Borrower, and do all such obligationsacts, liabilitiesdeeds and things which may be so required, sums and expenses set forth in clauses (ito perfect the Security created under the relevant Security Document(s) through (v) of pursuant to this Section 1.1 being herein collectively called Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit provisions of the types described above▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, whether outstanding on ▇▇▇▇ as applicable to the date of this Agreement or extended from time to time after relevant state in India where the date of this Agreement in accordance with Property is situated and/or the Credit AgreementSecurity is being created.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement
Security. This Agreement is made by each Pledgor As a general and continuing collateral security for the benefit performance of the Secured Creditors obligations of the Borrower towards the Lender under this Agreement and the Security Documents and the obligation to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, repay in principal, premium, interest, fees interest and indemnities (including, without limitationaccessories and upon the terms and conditions provided for hereunder and thereunder, all interest that accrues after present and future Indebtedness of the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor Borrower to the Lender Creditors (providedcollectively, the “Obligations”), the Borrower shall have, either prior to or concurrently with the execution of these presents, and in respect form and substance acceptable to the Lender;
1.5.1 executed a General Assignment of Book Debts Agreement in conformity with the laws of the Province of Quebec, pursuant to the terms of which the Borrower shall cede, assign and transfer to the Lender, free from any Liens other than Permitted Encumbrances, all of its debts, claims and demands now due or hereafter to become due;
7.1.2 executed the Bank Act Documents pursuant to the terms of which the Borrower shall assign to the Lender, free from any Liens other than Permitted Encumbrances, its Inventory, the whole under the Bank Act of [COUNTRY];
7.1.3 executed the Transfer of Property in Stock Document pursuant to the terms of which the Borrower shall transfer to the Lender, free from any Liens other than Permitted Encumbrances, its Inventory, the whole under the Act respecting bills of lading, receipts and transfers of property in stock;
7.1.4 executed a Trust Deed of Hypothec, Mortgage and Pledge in accordance with the laws of the [State/Province] of [STATE/PROVINCE] in favor of the Trustee pursuant to the terms of which there shall be created on the assets and properties of the Borrower, both present and future and wheresoever situated, for an amount of [AMOUNT], a first fixed and floating hypothec, mortgage, pledge, charge, cession and transfer, subject only to Permitted Encumbrances;
7.1.5 issued under the terms of the Trust Deed in the name of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, its [%] Collateral Mortgage Demand Bond in the case principal amount of each Pledgor that is a Subsidiary Guarantor[AMOUNT], all such obligations, liabilities and indebtedness of such Pledgor under which Bond shall be signed by the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect duly authorized officers of the Borrower’s obligations with respect , certified by the Trustee and delivered to the outstanding Loans from time Lender.
1.5.6 executed a Pledge Agreement pursuant to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now the terms of which the Bond shall be pledged in existence or hereafter arising, and the due performance and compliance by such Pledgor with all favor of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)Lender;
(iii) 1.5.7 executed a Specific Assignment of the Insurance pursuant to the terms of which the Borrower shall cede, assign and transfer to the Lender, free from any Liens, all benefits arising under any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuingInsurance. Furthermore, the reasonable expenses of retakingBorrower shall provide the Lender with endorsements under the Insurance indicating the Lender and the Trustee as loss payees, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; andas their respective interests may appear.
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this 1.5.8 executed a Commercial Pledge Agreement in accordance with the Credit Agreement.laws of the [State/Province] of [STATE/PROVINCE] pursuant to the terms of which the Borrower shall pledge to the Lender machinery and equipment of the Borrower;
7.1.9 caused each of the Guarantors to execute and deliver its Guarantee pursuant to the terms of which each Guarantor guarantees all Indebtedness of the Borrower to the Lender, which Guarantee shall be of limited recourse wherein the Lender has recourse only to realization upon the shares of the Borrower pursuant to the Share Pledge Agreements;
7.1.10 caused each of the Guarantors to execute and deliver a Share Pledge Agreement pursuant to which the shares of the Borrower owned by such Guarantor are pledged to the Lender as security for the repayment of present and future Indebtedness of the Borrower to the Lender;
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Security. This Mortgage shall secure not only presently existing obligations under the Deferral Agreement is made by each Pledgor for and the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness other Fund Documents (including, without limitation, principalthe Guarantee), premiumbut also future financial accommodations that constitute Obligations under the Deferral Agreement (whether such accommodations are obligatory or are to be made at the option of Mortgagee, interestor otherwise), fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at same extent and with the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any same priority as if such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding future accommodations were made on the date of the execution of the Original Mortgage, and without regard as to whether or not there is any indebtedness outstanding at the effective date of this Agreement Mortgage or extended at the date any such accommodation is made. [IF IN A MORTGAGE TAX STATE OR A STATE WHERE IT IS CUSTOMARY TO INSERT A MULTIPLE OF THE INDEBTEDNESS AS THE MAXIMUM PRINCIPAL INDEBTEDNESS: Subject to the limitations upon the maximum amount secured hereby, this Mortgage secures all present and future Obligations under the Deferral Agreement, and all other sums from time to time after owing to the date Funds by Obligors and/or Mortgagor under the Fund Documents. Notwithstanding anything contained in this Mortgage to the contrary, the maximum principal amount which may be secured hereby at any one time is [ ] Dollars ($[ ]), plus interest thereon, and any disbursements made by Mortgagee for the payment of taxes, special assessments, or insurance on the Mortgaged Property, with interest on such disbursements; provided, however, that the foregoing limitation shall apply only to the maximum amount of the lien created by this Mortgage, and it shall not in any manner limit, affect or impair any grant of a security interest or other right in favor of Mortgagee or the Funds under the provisions of the Deferral Agreement or under any of the other Fund Documents at any time executed by Obligors or Mortgagor or any Guarantor.] [OR] [This Mortgage secures all present and future Obligations under the Deferral Agreement, and all other sums from time to time owing to the Funds by Obligors and/or Mortgagor under the Fund Documents.] To the fullest extent permitted by applicable law, the lien of this Agreement in accordance with Mortgage, as to all such sums so owed, shall have priority over all subsequent liens and encumbrances, including statutory liens (excepting solely taxes and assessments levied on the Credit AgreementMortgaged Property secured by this Mortgage).
Appears in 2 contracts
Sources: Contribution Deferral Agreement, Contribution Deferral Agreement (YRC Worldwide Inc.)
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)Creditors, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “"Credit Document Obligations”");
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to timeAgreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “"Other Obligations”");
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ ' fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “"Obligations,” " it being acknowledged and agreed that the “"Obligations” " shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Sources: Pledge and Security Agreement (General Maritime Corp/), Pledge and Security Agreement (General Maritime Corp/)
Security. This Subject to the terms of the Secondary Intercreditor Agreement with respect to the rights and remedies of the Pledgee and the First Priority Pledgee, this Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans, and/or reimbursement under the Existing Letters of Credit), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Swap Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement set forth on Schedule V to the Credit Agreement or Other Hedging Agreement set forth on Schedule V to the Credit Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Swap Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Secondary Pledge Agreement (Gener8 Maritime, Inc.)
Security. This (a) In the event that AEG's interest in the Receivables purchased under this Agreement is made deemed by each Pledgor a court of competent jurisdiction to be a security interest instead of a purchase, then this Agreement shall be deemed to constitute a security agreement under Article 9 of the New Jersey Uniform Commercial Code and AEG shall have all rights of a secured party thereunder with respect to the Receivables so purchased, and the Collateral.
(b) As security for the benefit payment and performance of the Secured Creditors to secure:
Seller's obligations under or in connection with (i) any Overdraft, (ii) the full and prompt payment when due Line of Credit, (whether at the stated maturityiii) any other obligation of Seller to AEG under or in connection with this Agreement, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitationbut not limited to, principal, premium, interest, any attorneys' fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating expenses incurred by AEG in enforcing or amending this Agreement and any Termination Fee, and (iv) any and all other obligations of Seller to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)AEG, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all future (such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth listed in clauses (i) through (viv) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding collectively, the "Obligations"), Seller does hereby assign, transfer, and grant to AEG a lien upon and a valid first priority security interest in the following assets (the "Collateral"): the Receivables, and all books and records pertaining to such Receivables, all machinery and equipment, fixtures, inventory, trademarks, patents, copyrights, contract rights and all other general intangibles, and all other personal property and assets of Seller, all as more particularly described on the date Schedule A which is attached hereto and made a part hereof.
(c) Seller also hereby grants AEG an irrevocable power of attorney, which shall be deemed coupled with an interest and shall be irrevocable so long as this Agreement is in force and thereafter until all Obligations have been fully paid, for the purpose of collecting the Receivables assigned hereunder and exercising all of its rights with respect to the Collateral such rights to include, but not be limited to, the right to sign Seller's name on any UCC financing statement or extended from time any amendment thereto relating to time after the date of this Agreement in accordance with the Credit AgreementCollateral.
Appears in 2 contracts
Sources: Master Purchase & Sale Agreement (American Equities Income Fund Inc), Master Purchase & Sale Agreement (American Equities Income Fund Ii Inc)
Security. This (a) The Borrower agrees that at all times before Security Termination, the Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral as required below, subject to any permitted releases pursuant to the terms of this Agreement is made by each Pledgor for or the benefit Security Documents, to secure the performance and payment of the Secured Creditors Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Subsidiary to secure:take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Domestic Subsidiary and held by a Domestic Subsidiary; (ii) 65% of Voting Securities and 100% of Equity Interests that are not Voting Securities issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Domestic Subsidiary; and (iii) all other Properties of the Credit Parties and their respective Subsidiaries other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.6 or any other provisions of the Credit Documents, neither the Borrower nor any Domestic Subsidiary shall be required to grant any security interest in the Equity Interests of any Foreign Subsidiary except 65% of the outstanding Voting Securities and 100% of the Equity Interests that are not Voting Securities in any First Tier Foreign Subsidiary.
(b) Notwithstanding the generality of the foregoing Section 5.6(a), (x) with respect to each real property (other than Excluded Real Property) owned by a Credit Party on the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 90 days after the Amendment No. 4 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), and (y) with respect to each real property (other than Excluded Real Property) acquired by a Credit Party after the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 30 days after such acquisition (or such later date as may be agreed by the Administrative Agent in its sole discretion):
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any fully executed Mortgages covering such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)real property;
(ii) the full and prompt payment when due at least five (whether at the stated maturity, by acceleration or otherwise5) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating Business Days prior to granting a Lien to the bankruptcyAdministrative Agent thereon, insolvencyif applicable, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationflood determination certificates and, whether or not a claim for post-petition interest is allowed in any such proceedingif applicable, flood insurance as required under Section 5.3(c) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)above;
(iii) any and all sums advanced by satisfactory Lien searches from the Pledgee counties in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;which such real property is located and, if necessary, releases for Liens reflected thereon that are not Permitted Liens; and
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of if such Pledgor referred real property is to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise considered as Eligible Real Property as elected by the Pledgee of its rights hereunderBorrower, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor such other requirements as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) the definition of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementEligible Real Property”.
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Security. This (a) In the event that AEG's interest in the Receivables purchased under this Agreement is made deemed by each Pledgor a court of competent jurisdiction to be a security interest instead of a purchase, then this Agreement shall be deemed to constitute a security agreement under Article 9 of the New Jersey Uniform Commercial Code and AEG shall have all rights of a secured party thereunder with respect to the Receivables so purchased, and the Collateral.
(b) As security for the benefit payment and performance of the Secured Creditors to secure:
Seller's obligations under or in connection with (i) the full and prompt payment when due any Overdraft, (whether at the stated maturityii) any other obligation of Seller to AEG under or in connection with this Agreement, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitationbut not limited to, principal, premium, interest, any attorneys' fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating expenses incurred by AEG in enforcing or amending this Agreement and any Termination Fee, and (iii) and any and all other obligations of Seller to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)AEG, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all future (such obligations, liabilities collectively, the "Obligations"), Seller does hereby assign, transfer, and indebtedness grant to AEG a lien upon and a valid first priority security interest in the following assets (the "Collateral"): the Receivables, and all books and records pertaining to such Receivables, all machinery and equipment, fixtures, inventory, trademarks, patents, copyrights, contract rights and all other general intangibles, and all other personal property and assets of such Pledgor under Seller, all as more particularly described on Schedule A which is attached hereto and made a part hereof.
(c) Seller also hereby grants AEG an irrevocable power of attorney, which shall be deemed coupled with an interest and shall be irrevocable so long as this Agreement is in force and thereafter until all Obligations have been fully paid, for the Subsidiaries Guaranty) purpose of collecting the Receivables assigned hereunder and the due performance and compliance by such Pledgor with exercising all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations its rights with respect to the outstanding Loans from time Collateral such rights to timeinclude, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arisingbut not be limited to, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding sign Seller's name on the date of this Agreement any UCC financing statement or extended from time any amendment thereto relating to time after the date of this Agreement in accordance with the Credit AgreementCollateral.
Appears in 2 contracts
Sources: Master Purchase & Sale Agreement (American Equities Income Fund Ii Inc), Master Purchase & Sale Agreement (American Equities Income Fund Inc)
Security. This Agreement is made by each Pledgor for (a) Upon the benefit termination of the Secured Creditors Guarantor’s obligations under Section 3 or if the Outstanding Balance equals zero dollars ($0), HPT will return to secure:the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor.
(b) HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (i) for the full and prompt payment when due amount thereof if at any time there is less than thirty (whether 30) days until the expiry date of such Satisfactory Letter of Credit; (ii) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at the stated maturityleast A/A2 (or, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues if after the commencement date hereof the system of any caseratings used by the Rating Agencies changes in a material way, proceeding their then equivalents in HPT’s reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)(iii) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationamounts then due and payable hereunder, whether if the Guarantor shall fail to pay or not a claim for post-petition interest is allowed in perform any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement obligations under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementterms hereof.
(c) HPT shall be entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Guarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the Guarantor’s risk, in interest bearing investments reasonably acceptable to the Guarantor. Any interest on such cash collateral, and any losses in such investments, shall belong to IHG.
Appears in 2 contracts
Sources: Consolidated Guaranty Agreement, Consolidated Guaranty Agreement (Hospitality Properties Trust)
Security. This Agreement is made by (a) Tenant, at Tenant’s sole cost and expense, concurrently with execution of this Lease, shall either (1) pay Landlord in cash or immediately available funds or (2) provide Landlord the Letter of Credit (defined below) as more particularly described below, in each Pledgor for case in the benefit amount of the Secured Creditors to secure:
Security specified in Section 1.01 as security (i“Security”) for the full and prompt payment when due (whether at the stated maturity, faithful performance by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case Tenant of each Pledgor that is a Subsidiary Guarantorand every term, all such obligationsprovision, liabilities covenant, and indebtedness condition of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all this Lease. If Tenant fails timely to perform any of the terms, provisions, covenants and conditions of this Lease or any other document executed by Tenant in connection with this Lease, including, but not limited to, the payment of the Monthly Base Rent, Rent Adjustment Deposits, Rent Adjustments or the repair of damage to the Premises caused by Tenant (excluding normal wear and agreements contained tear), then Landlord may use, apply, or retain the whole or any part of the Security for the payment of any such Monthly Base Rent, Rent Adjustment Deposits or Rent Adjustments not paid when due, for the cost of repairing such damage, for the cost of cleaning the Premises, for the payment of any other sum which Landlord may expend or may be required to expend by reason of Tenant's failure to perform, and otherwise for compensation of Landlord for any other loss or damage to Landlord occasioned by Tenant's failure to perform, including, but not limited to, any loss of future Rent and any damage or deficiency in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to reletting of the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due Premises (whether at the stated maturitysuch loss, by acceleration damages or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues deficiency accrue before or after the commencement of any case, proceeding summary proceedings or other action relating to reentry by Landlord) and the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect amount of the Borrower’s obligations with respect to the outstanding Loans from time to timeunpaid past Rent, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arisingfuture Rent loss, and the due performance all other losses, costs and compliance by such Pledgor with all of the termsdamages, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order that Landlord would be entitled to preserve the Collateral (as hereinafter defined) recover if Landlord were to pursue recovery under California Civil Code Section 1951.2 or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement1951.
Appears in 2 contracts
Sources: Lease Agreement (Genomic Health Inc), Lease Agreement (Genomic Health Inc)
Security. This Agreement Section 31.1 As set forth in that certain “Consent and Release” by and between Landlord and Tenant dated the date hereof, Tenant has deposited with Landlord, a “clean”, unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”) the sum of One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00), issued by and drawn on a bank satisfactory to Landlord and which is made by each Pledgor a member of the New York Clearing House for the benefit account of the Secured Creditors to secure:
Landlord, for a term of not less than one (1) year, as security for: (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due faithful performance and compliance observance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral Assignee (as hereinafter defined) or preserve its security interest of the terms, covenants, conditions, agreements and obligations of Assignee under the Agreement of Lease dated March 30, 2000 by and between Landlord and Tenant’s predecessor, as amended by that certain First Amendment to Agreement of Lease dated the date hereof (as so amended, the “Prior Lease”) whereby Landlord leased to Tenant the 49th floor in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) Building and (ii) abovethe faithful performance and observance by Tenant of the terms, after covenants, conditions, agreements and obligations of this Lease, including the surrender of possession of the Premises to Landlord as herein provided. Said Prior Lease was assigned by Tenant to New Mountain Capital LLC (together with its successors and assigns, “Assignee”) pursuant to that certain Assignment and Assumption Agreement dated of even date herewith. The Letter of Credit shall provide (i) for the continuance of such credit for a period of at least one (1) year from the date of delivery of such letter of credit, (ii) for the automatic extension of such Letter of Credit for additional periods of one (1) year from the initial and each future expiration date thereof (the last such extension to provide for the continuance of such Letter of Credit for at least three (3) months beyond August 16, 2010 unless such bank gives Landlord notice (a “Letter of Credit Termination Notice”) of its intention not to renew the Letter of Credit, such Letter of Credit Termination Notice to be given in accordance with Article 26 of this Lease, not less than sixty (60) days prior to the initial or any future expiration date of such Letter of Credit and (iii) that in the event such Notice is given by such bank and Tenant has not provided Landlord with a substitute Letter of Credit which complies with the requirements of this Section 31.1 by the date which is thirty (30) days prior to the expiration of such Letter of Credit, Landlord shall have the right to present the Letter of Credit for payment on such bank at sight, for the balance remaining in such Letter of Credit and apply or retain the whole or any part of the proceeds thereof to the extent permitted herein. If an Event of Default shall have occurred and be continuingexists in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including the reasonable expenses payment of retaking, holding, preparing for sale Fixed Rent or lease, selling or otherwise disposing any other item of or realizing on the CollateralRental, or if Assignee shall default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease, Landlord may present the Letter of Credit for payment and apply or retain the whole or any part of the proceeds thereof, as the case may be, to the extent required for the payment of any exercise by the Pledgee Fixed Rent or any other item of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor Rental as to which Tenant is in default or any item of rental as to which Assignee is in default under the Prior Lease or for any sum which Landlord may expend or be required to expend by reason of Tenant’s default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including, any damages or deficiency in the reletting of the Premises, whether such Secured Creditor damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord, or which Landlord may expend or be required to expend by reason of Assignee’s default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease. If Landlord applies or retains any part of the proceeds of the Letter of Credit following an Event of Default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained or the amount by which the value has declined so that Landlord shall have the full deposit on hand at all times during the Term. Unless an uncured Event of Default exists under this Lease or the Prior Lease, the Letter of Credit shall be returned to Tenant on or about August 16, 2010 to Landlord. Notwithstanding anything herein contained to the contrary, any failure by Assignee to tender an increased Letter of Credit on August 17, 2010, as required by the terms and conditions of the Prior Lease, shall not be deemed an Event of Default by Tenant under this Lease. In the event of a sale of the Real Property or the Building or leasing of the Building, Landlord shall have the right to reimbursement under draw upon the Letter of Credit and transfer the Letter of Credit or proceeds to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit or proceeds, as the case may be, and Tenant shall cause the bank which issued the Letter of Credit to issue an amendment to the Letter of Credit or issue a new Letter of Credit naming the vendee or lessee as the beneficiary thereunder. To the extent that the Letter of Credit or proceeds shall have been actually transferred or delivered by Landlord to a new landlord, Tenant shall look solely to the new landlord for the return of the Letter of Credit or proceeds, as the case may be. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit or proceeds made to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit or proceeds thereof and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If at any time the security held hereunder shall consist of cash, and not a Letter of Credit, Landlord shall hold the same in an interest bearing money-market account and the interest thereon (less a one percent (1%) administrative fee per annum and less the amount of such interest which has been applied in the same manner that the remainder of the security has been applied) shall be paid to Tenant to the extent and at the same time the remainder of the security shall be returned to Tenant hereunder.
Section 11 31.2 Notwithstanding anything contained herein to the contrary, if on December 15, 2006 (the “Reduction Date”), this Lease shall be in full force and effect and no default by Tenant of its obligations hereunder has occurred and is continuing and the Prior Lease is in full force and effect and no default by Assignee of its obligations thereunder has occurred and is continuing, Tenant shall have the right to reduce the amount of the Letter of Credit to One Million Seventy Five Thousand and 00/100 Dollars ($1,075,000) on the Reduction Date, and such reduced amount shall be held by Landlord as security in accordance with the terms hereof. If the security being held is cash and Tenant is entitled to a reduction of the security so deposited as aforesaid, Landlord shall within ten (10) days after Tenant’s written request return to Tenant an amount of the security then being held by Landlord so the amount of cash being held by Landlord shall be reduced as aforesaid, and if at the time of such reduction, the security being held by Landlord is a Letter of Credit, Tenant shall either deliver to Landlord an amendment to the existing Letter of Credit or a new Letter of Credit, which amendment or new Letter of Credit shall comply with the terms and conditions of this Agreement; all such obligations, liabilities, sums Article 31 and expenses shall reduce the amount of the security as aforesaid.
Section 31.3 Notwithstanding anything to the contrary set forth in clauses Section 31.1 hereof, Landlord shall not draw upon the Letter of Credit by reason of a default by Assignee under the Prior Lease unless Landlord shall have first applied the security deposit posted by Assignee pursuant to the First Amendment of Lease but except as aforesaid, Landlord’s right to draw on the Letter of Credit shall not be affected, released, terminated, discharged or impaired, in whole or in part, by:
(a) any lack of genuineness, regularity, validity, legality or enforceability, or the voidability, of the Prior Lease or any other agreement or instrument relating thereto;
(b) any amendment, restatement, supplement, change or modification of the terms of the Prior Lease; provided, however, that if any such amendment, restatement, supplement, change or modification made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such amendment, restatement, supplement, change or modification shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such amendment, restatement, supplement, change or modification;
(c) any change in the time, manner or place of payment, performance or observance of all or any of the Prior Lease obligations or any extensions of time for payment, performance or observance, whether in whole or in part, of the terms of the Prior Lease on the part of Assignee or any successor tenant to be paid, performed or observed, as applicable; provided, however, that if any such change or extension made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such change or extension shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such change or extension;
(d) any amendment or waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Prior Lease, including the waiver of any default by any successor tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, any successor tenant;
(e) any failure or delay of Landlord to exercise, or any lack of diligence in exercising, any right or remedy with respect to the Prior Lease;
(f) any dealings or transactions between Landlord and Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law;
(g) any assignment, conveyance, extinguishment, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interest of Assignee in the Prior Lease to any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law;
(h) the exercise of any right or remedy under the Prior Lease, or the obtaining of any judgment against any successor tenant, or the taking of any action to enforce the same;
(i) through any bankruptcy, insolvency, assignment for the benefit of creditors, receivership, trusteeship or dissolution of or affecting Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law;
(vj) any exchange, surrender or release, in whole or in part, of this Section 1.1 being herein collectively called any security which may be held by Landlord at any time for or under the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit Prior Lease or in respect of the types described aboveobligations under the Prior Lease;
(k) any guaranty now or hereafter executed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law or any other party or the release of Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law from liability for the payment, performance or observance of any of the obligations under the Prior Lease or any of the terms of the Prior Lease on the part of any successor tenant to be paid, performed or observed, as applicable, whether outstanding on by operation of law or otherwise;
(l) any rights, powers or privileges Landlord may now or hereafter have against any person, entity or collateral in respect of the date obligations under the Prior Lease;
(m) the failure to give Tenant any notices whatsoever;
(n) the exercise of this Agreement any right or extended remedy under the Prior Lease, or the obtaining of any judgment against Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law, or the taking of any action to enforce the same; or
(o) any other circumstance which might in any manner or to any extent constitute a defense available to Tenant, or vary the risk of Tenant, or might otherwise constitute a legal or equitable discharge or defense available to a surety, whether similar or dissimilar to the foregoing; all from time to time before or after any default by any successor tenant under the date Prior Lease, and with or without further notice to or assent from Tenant. Tenant acknowledges and affirms that the right of this Agreement Landlord to draw upon Letter of Credit in accordance respect of the obligations under the Prior Lease shall extend to all amounts which constitute a part of the obligations under the Prior Lease and would be owed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law to Landlord under the Prior Lease but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law and such right shall continue to be effective or be reinstated, as the case may be, and the rights of Landlord hereunder shall continue with respect to, any Obligation (or portion thereof) under the Credit AgreementPrior Lease at any time paid by Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law which shall thereafter be required to be restored under the Prior Lease or returned by Landlord upon the insolvency, bankruptcy or reorganization of Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law, or for any other reason, all as though such Obligation (or portion thereof) had not been so paid or applied.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (National Financial Partners Corp)
Security. This Agreement is made The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by each Pledgor the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the benefit payment of the Secured Creditors Loan Obligations: (a) all moneys in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to secure:
the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (i) collectively, the full “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject to the lien of such pledge without any physical delivery or other act, and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) lien of such pledge shall be valid and binding against all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement parties having claims of any casekind in tort, proceeding contract or other action relating to otherwise against the bankruptcy, insolvency, reorganization or similar proceeding Borrower regardless of any Pledgor at whether the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) claiming party has notice of such Pledgor to the Lender Creditors (provided, in respect lien and even though it is not recorded or filed. The pledge of the Lender Creditors which are LendersCollateral pursuant to this Section does not limit the Borrower’s rights to withdraw money from the accounts established pursuant to Article IV hereof as provided in said Article IV. Section ▇▇-▇▇-▇▇▇ of the Supplemental Act provides that a public entity, such aforementioned obligationsincluding the Borrower, liabilities and indebtedness shall arise only for such Lenders (may elect in such capacity) in respect an act of Loans), whether now existing issuance to apply all or hereafter incurred under, arising out of, or in connection with, any of the Credit Agreement and provisions of the other Credit Documents Supplemental Act. The Borrower hereby elects to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with apply all of the termsSupplemental Act to this Agreement, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, Loan and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementNote.
Appears in 2 contracts
Sources: Intra Agency Agreement, Loan Agreement
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Secured Creditors (provided, in respect of the Lender Secured Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of LoansLoans and/or reimbursement under the Existing Letters of Credit), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, ) being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iviii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses clause (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gener8 Maritime, Inc.), Pledge Agreement (Gener8 Maritime, Inc.)
Security. This Upon the termination of the Guarantor's obligations under Section 3 or if the excess of aggregate amount paid by the Guarantor under Section 3 over the aggregate of any amounts reimbursed to it pursuant to the terms of the Management Agreement is made equals not less than Fifty Million dollars ($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by each Pledgor HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the benefit full amount thereof if at any time there is less than thirty (30) days until the expiry date of the Secured Creditors to secure:
such Satisfactory Letter of Credit; (ib) for the full and prompt payment when due amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (whether at the stated maturityor, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues if after the commencement date hereof the system of any caseratings used by the Rating Agencies changes in a material way, proceeding their then equivalents in HPT's reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)(c) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationamounts then due and payable hereunder, whether if the Guarantor shall fail to pay or not a claim for post-petition interest is allowed in perform any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement obligations under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement Guaranty in accordance with the Credit Agreementterms hereof. HPT shall be entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Guarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the Guarantor's risk, in interest bearing investments reasonably acceptable to the Guarantor. Any interest on such cash collateral, and any losses in such investments, shall belong to IHG.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Hospitality Properties Trust), Guaranty Agreement (Hospitality Properties Trust)
Security. This Agreement is made by each the Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such the Pledgor to the Lender Secured Creditors (provided, in respect of the Lender Secured Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such the Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such the Pledgor under the Subsidiaries Parent Guaranty) and the due performance and compliance by such the Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, ) being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iviii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such the Pledgor referred to in clauses clause (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Sources: Parent Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Security. This Agreement is made by each Pledgor As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and its counsel to grant to the Administrative Agent for the benefit of the Secured Creditors Parties a duly perfected first priority security interest in all Collateral subject to secure:
no prior Lien or other encumbrance or restriction on transfer, except as expressly permitted hereunder. Without limiting the foregoing, on the Closing Date the Borrower shall deliver, and shall cause each Guarantor (other than, solely with respect to the Security Agreement, Mid-State Homes and ▇▇▇▇▇▇ Mortgage Company) to deliver, to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, (a) if such party has rights in any Pledged Interests (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors Pledge Agreement which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with pledge all of the terms, conditions and agreements contained in the Credit Agreement and in Pledged Interests held by such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except party to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called Administrative Agent for the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect benefit of the Borrower’s obligations with respect to the outstanding Loans from time to timeSecured Parties, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) aboveif such Pledged Interests are in the form of certificated securities, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereundersuch certificated securities, together with reasonable attorneys’ fees undated stock powers or other appropriate transfer documents indorsed in blank pertaining thereto, (b) the Security Agreement, which shall pledge to the Administrative Agent for the benefit of the Secured Parties certain personal property of the Borrower and court costs; and
the Guarantors more particularly described therein, (vc) Uniform Commercial Code financing statements in form, substance and number as requested by the Administrative Agent, reflecting the Lien in favor of the Secured Parties on the Pledged Interests and all other Collateral, and shall take such further action and deliver or cause to be delivered such further documents as required by the Security Instruments or otherwise as the Administrative Agent may request to effect the transactions contemplated by this Article III. The Borrower shall also, and shall cause each Guarantor, to pledge to the Administrative Agent for the benefit of the Secured Parties (and as appropriate to reaffirm its prior pledge of) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement Pledged Interests acquired or extended from time to time created after the date Closing Date and held by such party, or otherwise acquired by such party and not theretofore pledged to the Administrative Agent for the benefit of this Agreement the Secured Parties, and to deliver to the Administrative Agent all of the documents and instruments in accordance with connection therewith as are required pursuant to the Credit Agreementterms of Section 7.12 and of the Security Instruments.
Appears in 2 contracts
Sources: Credit Agreement (Walter Industries Inc /New/), Credit Agreement (Walter Industries Inc /New/)
Security. This Agreement is made by each Pledgor 5.1 The Lenders shall have and hold as security for the benefit repayment of the Secured Creditors Loans and all other Liabilities of the Borrower to secure:
the Lenders a security interest in substantially all of the Borrower’s business assets (i) the full “Collateral”), and prompt payment when due the Borrower will execute and deliver all customary instruments and documents required to establish, create and perfect the same (whether at e.g. UUC financing statements or recordations of liens with the stated maturityUS patent & trademark office and similar agencies), by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principalthe Amended and Restated Security Agreement between Borrower and Lenders of even date herewith (together, premiumthe “Amended Security Agreement”). Notwithstanding the foregoing, interestupon termination of the Guarantee Period, fees the Collateral shall immediately be deemed to exclude 35% of all equity interests of the Guarantor owned by the Borrower; and indemnities (includingthe parties shall cooperate in amending all aforementioned instruments, without limitation, documents statements and recordations of liens to reflect such exclusion.
5.2 Any and all interest that accrues after the commencement of any case, proceeding deposits or other action relating sums at any time credited by or due from the Lenders to the bankruptcyBorrower shall at all times constitute additional security for all obligations of the Borrower to the Lenders and may be set off against any such obligations at any time after demand or the occurrence of an Event of Default, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationas applicable, whether or not a claim for post-petition interest security held by the Lenders is allowed deemed to be adequate. Any and all instruments, documents, policies and certificates of insurance, securities, goods, accounts receivable, choses in action, chattel paper, cash, property and the proceeds thereof owned by the Borrower or in which the Borrower has an interest, which now or hereafter are at any time in possession or control of the Lenders or in transit by mail or carrier to or from the Lenders or in the possession of any third party acting in any such proceeding)) of such Pledgor the Lenders' behalf, without regard to whether the Lenders received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether the Lender Creditors (providedhas conditionally released the same, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only constitute additional security for such Lenders (in such capacity) in respect obligations and may be applied at any time after demand or the occurrence of Loans)an Event of Default, whether now existing or hereafter incurred underas applicable, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the whether due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementnot.
Appears in 2 contracts
Sources: Loan Agreement (Image Metrics, Inc.), Loan Agreement (Image Metrics, Inc.)
Security. This Agreement is made by each Pledgor for the benefit General As described in more detail below, first ranking security to be granted in favour of the New Secured Creditors Noteholders or their representatives over all unencumbered assets (subject to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) a materiality threshold of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, US$5 million except in respect of the Lender Creditors equity interests or intra-group receivables which are Lenders, shall not be subject to such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacitythreshold) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether as at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of issuance of the New Secured Notes (including equity interests of subsidiaries) of Seadrill Limited, IHCo, NSNCo, each NSN HoldCo (as defined below) and their respective subsidiaries other than those specifically carved out (including RigCo and its subsidiaries) and subject to exceptions to be agreed. The hive down, assignment and any security granted in favour of the New Secured Notes or their representatives as set out in this Agreement Section E shall constitute the “NSN Collateral”. To the extent that consents and/or waivers to any hive down, assignment or extended from time to time security contemplated in this section E cannot be obtained on satisfactory terms by the Company using all reasonable endeavours, the alternative structure, security and/or assignment for that entity or asset as set out in this section E shall be implemented. For the avoidance of doubt, if any alternative structure results in an entity or asset not being hived down, any cash income (including ordinary course dividends and disposal proceeds) therefrom received by the Group after the date of this Agreement Refinancing Closing Date shall be promptly transferred to NSNCo and shall constitute Net Realisation Proceeds. Unless otherwise permitted in accordance with the Credit AgreementNew Secured Notes indenture, the NSNCo Group shall not transfer, assign or dispose of, or grant security over, the NSN Collateral, it being understood however that the Board will identify assets (including NSN Collateral) which are to be subject to an asset disposal plan agreed by the Board and the New Secured Notes indenture will not restrict any disposals of assets (including NSN Collateral) which assets in any event shall be disposed of in accordance with section D2.
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Seadrill LTD), Restructuring Support and Lock Up Agreement (North Atlantic Drilling Ltd.)
Security. This Subject to the terms of the Secondary Intercreditor Agreement with respect to the rights and remedies of the Pledgee and the First Priority Pledgee, this Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Secured Creditors (provided, in respect of the Lender Secured Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, ) being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iviii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses clause (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(viv) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (viv) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Sources: Secondary Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Security. This Agreement is made The Bank shall have a security interest in and right of setoff with respect to all deposits or other sums credited by each Pledgor for and due from the benefit Bank to the Guarantor and a security interest in all securities or other property of the Secured Creditors to secure:
(i) Guarantor in the full and prompt payment when due (whether at the stated maturity, by acceleration Bank's possession for safekeeping or otherwise) . The Bank's security interests shall secure payment of all obligations, liabilities obligations under this Agreement and indebtedness (including, without limitation, principal, premium, interest, fees the payment and indemnities (including, without limitation, performance of all interest that accrues after other obligations of the commencement of any case, proceeding or other action relating Guarantor to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationBank, whether direct or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor indirect, absolute or contingent, due or to the Lender Creditors (providedbecome due, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred underarising. In the event any obligation becomes due under this Agreement, arising out regardless of the adequacy of collateral and without any demand or notice, except a required by applicable law, the Bank may apply or setoff such deposits or other sums and may sell or dispose of any or all of such securities or other property and may exercise any and all rights it may have under the New York Uniform Commercial Code, as in effect form time to time. The rights of the Bank under this Agreement are in addition to, and not exclusive of, or in connection with, the Credit Agreement and the any other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness rights it may have with respect to Interest Rate Protection Agreements such deposits, sums, securities, or Other Hedging Agreementsother property under other agreements or applicable principles of law. The Bank shall have no duty to take steps to preserve rights against prior parties as to such securities or other property. Borrower and any Guarantor hereby grant to Bank, being herein collectively called the “Credit Document Obligations”);
(ii) the full a lien, security interest and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) right of setoff as security for all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating obligations to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationBank, whether now or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the due performance possession, custody, safekeeping or control of Bank or any entity under control of Fleet Financial Group, Inc., or in transit to any of them. At any time, without demand or notice, Bank may set off the same or any part thereof and compliance by such Pledgor with all apply the same to any liability or obligation of Borrower and any Guarantor even though unmatured and regardless of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event adequacy of any proceeding for other collateral securing the collection or enforcement of any indebtednessLoan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) abovePRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, after an Event of Default shall have occurred and be continuingCREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, the reasonable expenses of retakingARE HEREBY KNOWINGLY, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementVOLUNTARILY AND IRREVOCABLY WAIVED.
Appears in 2 contracts
Sources: Unlimited Guaranty and Indemnity Agreement (MDS Nordion Inc), Unlimited Guaranty and Indemnity Agreement (MDS Nordion Inc)
Security. This Agreement is made by each Pledgor (A) At all times prior to the expiration of the term of this Lease, TENANT shall maintain on deposit with OWNER the sum of $243,109.90 as security for the benefit due and faithful payment, as herein provided, of the Secured Creditors rent, additional rent, charges and damages payable by TENANT under this Lease or pursuant to secure:
(i) law and for the full due and prompt payment when due (whether at the stated maturityfaithful keeping, by acceleration or otherwise) observance and performance of all obligationsthe other covenants, liabilities agreements, terms, provisions and indebtedness (includingconditions of this Lease on the part of TENANT to be kept, without limitationobserved and performed. TENANT expressly acknowledges and agrees that OWNER may use, principalapply or retain the whole or any part of the security deposit under this Lease for the payment of any rent and additional rent or any other sum as to which TENANT is in default or for any sum which OWNER may expend or may be required to expend by reason of TENANT’s default in respect of any of the terms, premiumcovenants and conditions of this Lease, interestas well as for any damages or deficiency in the reletting of the demised premises caused by TENANT’S default, fees and indemnities (including, without limitationwhatever such damages or deficiency accrued before or after summary proceedings or other re-entry by OWNER, all interest that accrues after of the commencement of foregoing in such order and priority as OWNER may elect in its sole discretion. In the event any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding other creditor-debtor proceedings shall be instituted by or against TENANT, or its successors or assigns, the security deposit shall be deemed to be applied first to the payment of any Pledgor rents and/or other charges due OWNER for all periods prior to the institution of such proceedings, and/or, at OWNER’s option, in partial liquidation of OWNER’s damages arising from such default of proceeding(s). If as a result of any such application to all or any part of such security, the amount of cash so on deposit with OWNER (exclusive of any interest) shall be less than the amount set forth above, TENANT shall deposit with OWNER cash in an amount equal to the deficiency within ten (10) business days after demand. The TENANT’s obligation to pay such deficiency shall be treated as if it was an obligation to pay fixed rent or additional rent and shall be subject to all of the remedies for non-payment of fixed rent. The security deposit (if held by OWNER and not provided in a letter of credit) shall be held in an interest bearing account and the interest earned thereon, less the maximum annual administrative fee allowable to OWNER under law, shall be deemed a part of the security deposit. Notwithstanding anything to the contrary contained hereinabove or elsewhere in this Lease, in the event that Tenant, for a fourth time, is ever in monetary default or material non-monetary default (beyond any cure period as may apply) of any of the covenants, agreements, terms, provisions and conditions of this Lease, then, OWNER, at its option, may elect to require TENANT to deposit (or to increase the letter of credit), within ten (10) days after notice from OWNER, an additional month’s security under this Lease (calculated at the then monthly rate provided of fixed rent payable under this Lease), and thereafter the amount of security required to be maintained by Tenant throughout the term of this Lease shall be increased by such amount.
(B) Notwithstanding the foregoing, in lieu of a cash deposit, TENANT may deliver to OWNER a clean, irrevocable and unconditional standby Letter of Credit (the “Letter of Credit”) issued by and drawn upon Silicon Valley Bank or any commercial bank (hereinafter referred to as the “Issuing Bank”) having a tangible net worth of not less than One Billion and 00/100 ($1,000,000,000.00) Dollars, which Letter of Credit may be drawn by facsimile draft (if the issuer’s offices are located outside the City of New York), shall have a term of not less than one year, be in form and content acceptable to OWNER, be for the account of OWNER, and be in the respective documentationamount of the Security Deposit. In the event TENANT defaults in the performance of any of the terms of this Lease, whether including the payment of rent, beyond any applicable cure period, or not in the event of the filing of a claim for post-petition interest is allowed in bankruptcy proceeding by or against TENANT, OWNER may use, apply or retain the whole or any such proceeding)) part of such Pledgor the Security Deposit, as represented by the Letter of Credit, by drawing down on the same to the Lender Creditors (provided, extent required for the payment of any rent or for any sum which OWNER may expend or may be required to expend by reason of TENANT’s default in respect of any of the Lender Creditors which are Lendersterms of this Lease, such aforementioned obligations, liabilities and indebtedness shall arise only including any damages or deficiency in the re-letting of the demised premises after termination of the Lease for such Lenders (in such capacity) in respect of Loans)Tenant’s default, whether now existing accruing before or hereafter incurred under, arising out of, after summary proceedings or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in re-entry by OWNER. In the case of each Pledgor every such use, application or retention, TENANT shall, on demand, pay to OWNER the sum so used, applied or retained which shall be added to the Security Deposit so that is a Subsidiary Guarantorthe same shall be replenished to its former amount, all such obligationsor, liabilities and indebtedness restore the Letter of such Pledgor under Credit to the Subsidiaries Guarantyoriginal required amount. The Letter of Credit shall provide that:
(i) and The Issuing Bank shall pay to OWNER or its duly authorized representative an amount up to the due performance and compliance by such Pledgor with all face amount of the terms, conditions Letter of Credit upon presentation of the Letter of Credit and agreements contained a sight draft in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except amount to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)be drawn;
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) The Letter of all obligations, liabilities and indebtedness (includingCredit shall be deemed to be automatically renewed, without limitationamendment, all interest that accrues after for consecutive periods of one year each during the commencement term of any casethis Lease (and shall remain in effect for not less than sixty (60) days following the expiration date of the Lease), proceeding unless the Issuing Bank sends written notice (hereinafter referred to as the “Non-Renewal Notice”) to OWNER by certified or other action relating to the bankruptcyregistered mail, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors underreturn receipt requested, or with respect to national overnight courier service requiring receipt, not less than sixty (including, in 60) days next preceding the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect then expiration date of the Borrower’s obligations with respect Letter of Credit, that it elects not to have such Letter of Credit renewed. OWNER covenants and agrees to return the outstanding Loans from time Letter of Credit to time, whether such Interest Rate Protection Agreement Tenant on or Other Hedging Agreement is now in existence before the sixty-first (61st) day following the expiration or hereafter arising, and the due performance and compliance by such Pledgor with all termination date of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)Lease;
(iii) any If OWNER receives a Non-Renewal Notice and all sums advanced TENANT fails to provide a replacement Letter of Credit which meets the requirements of this Lease with an effective date commencing on the day following the expiration of the existing Letter of Credit not fewer than thirty (30) days prior to the expiration of the Letter of Credit, such failure shall constitute a material default under this Lease and OWNER shall have the right, exercisable by a sight draft, to receive the monies represented by the Pledgee in order Letter of Credit (which monies shall be held by OWNER as a cash deposit pursuant to preserve the Collateral (as hereinafter defined) terms of the printed portion of this Lease, pending the replacement of such Letter of Credit or preserve TENANT’s default after notice and the expiration of any applicable cure period hereunder); however, OWNER’s holding of such cash security shall not be deemed a waiver of TENANT’s default of its obligation to maintain the security interest in the Collateral;form of a Letter of Credit); and
(iv) Upon OWNER’s sale of OWNER’s interest in the land and the Building, the Letter of Credit shall be transferable, without charge, by OWNER If a bankruptcy proceeding is filed by or against TENANT, OWNER shall have the right, exercisable by a sight draft, to receive monies represented by the Letter of Credit. If a voluntary termination of this Lease occurs, OWNER shall have the right, exercisable by sight draft, to receive monies represented by the Letter of Credit in order to satisfy any fees and payments owed by TENANT in connection with such termination, including without limitation, accrued but unpaid rents and/or other charges payable pursuant to the Lease and any termination fees and all other amounts owed by TENANT to OWNER pursuant to any written agreement entered into between them with respect to such termination. If TENANT shall owe any late charges or fees or interest on late payments to OWNER pursuant to this Lease or otherwise pursuant to legal process or law, OWNER shall have the right, exercisable by sight draft, to receive monies represented by the Letter of Credit in order to satisfy such amounts owed by TENANT. In the event of any proceeding for a sale of OWNER’s interest in the collection or enforcement of any indebtednessland and the Building, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default OWNER shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 transfer (at no expense to OWNER) the cash security or Letter of this Agreement; Credit, as the case may be, deposited hereunder to the vendee or lessee, and OWNER shall be released by TENANT from all liability for the return of such obligationscash security or Letter of Credit. In such event, liabilities, sums and expenses set forth in clauses (i) through (v) TENANT agrees to look solely to the new OWNER for the return of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and said cash security or Letter of Credit. It is agreed that the “Obligations” provisions hereof shall include extensions apply to every transfer or assignment made of credit said cash security or Letter of Credit to a new OWNER. TENANT covenants that it will not assign or encumber, or attempt to assign or encumber, the monies or Letter of Credit deposited hereunder as security, and that neither OWNER nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. In the event that at any time during the term of this Lease, OWNER, in OWNER’s reasonable opinion, believes (a) that the net worth of the types described Issuing Bank shall be less than the minimum amount specified above, whether outstanding on or (b) that circumstances have occurred indicating that the date Issuing Bank may be incapable of, unable to, or prohibited from honoring the then existing Letter of this Agreement or extended from time Credit (hereinafter referred to time after as the date of this Agreement “Existing L/C”) in accordance with the Credit Agreementterms thereof, then, upon the happening of either of the foregoing, OWNER may send written notice to TENANT (hereinafter referred to as the “Replacement Notice”) requiring TENANT within fifteen (15) business days to replace the Existing L/C with a new letter of credit (hereinafter referred to as the “Replacement L/C”) from an Issuing Bank meeting the qualifications described hereinabove. Upon receipt of a Replacement L/C meeting the qualifications, OWNER shall forthwith return the Existing L/C to TENANT. In the event that (i) a Replacement L/C meeting the qualifications is not received by OWNER within the time specified, or (ii) OWNER reasonably believes an emergency exists, then in either event, the Existing L/C may be presented for payment by OWNER and the proceeds thereof shall be held by OWNER in accordance with this Lease, subject, however, to TENANT’s obligation to replace such cash security with a new letter of credit meeting said qualifications.
Appears in 2 contracts
Sources: Lease Agreement (Zentalis Pharmaceuticals, Inc.), Lease Agreement (Zentalis Pharmaceuticals, LLC)
Security. This Agreement is made by each Pledgor for (a) The Mortgage and the benefit General Assignment in respect of the Secured Creditors to secure:relevant Ship duly executed by the relevant Owner.
(ib) In respect of Ship C and any other Ship subject to a Charter, the full Charter Assignment duly executed by the relevant Owner.
(c) The Share Security in respect of the relevant Owner duly executed by the Borrower together with all letters, transfers, certificates and prompt payment when due other documents required to be delivered under such Share Security.
(whether at d) Any Manager’s Undertaking in respect of the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating relevant Ship then required pursuant to the bankruptcy, insolvency, reorganization or similar proceeding Finance Documents duly executed by the relevant manager.
(e) D▇▇▇ executed notices of assignment and acknowledgements of those notices as required by any Pledgor at of the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (providedabove Security Documents and, in respect of the Lender Creditors which acknowledgments required from any relevant Charterer and subject to the terms of the relevant Charter Assignment, any relevant acknowledgments shall be provided as conditions subsequent in accordance with clause 4.6(a) (Conditions subsequent).
(f) If a Quiet Enjoyment Letter is required by any relevant Charterer pursuant to the terms of any relevant Charter, evidence acceptable to the Agent that the Quiet Enjoyment Letters are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection witha form agreed to by the Security Agent, the Credit Agreement relevant Owner and the other Credit Documents relevant Charterer (which have consented to which such Pledgor the relevant Security Documents) and that the duly executed and dated Quiet Enjoyment Letters will follow as conditions subsequent in accordance with clause 4.6(b) (Conditions subsequent). 3 Delivery and registration of Ship Evidence that the relevant Ship:
(a) is a party or will be upon redelivery from the Existing Lessor (including, if applicable) legally and beneficially owned by the relevant Owner and registered in the case name of each Pledgor that is the relevant Owner through the relevant Registry as a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor ship under the Subsidiaries Guaranty) laws and the due performance and compliance by such Pledgor with all flag of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)relevant Flag State;
(iib) is classed with the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) relevant Classification free of all obligations, liabilities overdue requirements and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect recommendations of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)relevant Classification Society;
(iiic) any and all sums advanced is insured in the manner required by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the CollateralFinance Documents;
(ivd) in the event where applicable, has been delivered, and accepted for service, under its Charter;
(e) is free of any proceeding for other charter commitment which would require approval under the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred Finance Documents;
(f) is managed on terms approved pursuant to in clauses clause 22.4 (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costsManager); and
(vg) all amounts paid by any Secured Creditor as to which such Secured Creditor has prior registration (other than through the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth relevant Registry in clauses (i) through (vthe relevant Flag State) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit each of the types described above, whether outstanding on the date of this Agreement Ships has been or extended from time to time after the date of this Agreement in accordance with the Credit Agreementwill be cancelled.
Appears in 2 contracts
Sources: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
Security. This Agreement is made The Borrower’s obligation to pay the principal of and interest on the Note and any other amounts payable by each Pledgor the Borrower hereunder (the “Loan Obligations”) are special, limited obligations of the Borrower payable solely from the Net Revenues, the I-70 MEXL Revenue Account and the I-70 MEXL Operating Account, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the benefit payment of the Secured Creditors to secure:
Loan Obligations: (ia) the full Net Revenues, (b) all Net Revenues (and prompt the earnings thereon) on deposit in the I-70 MEXL Revenue Account; and (c) all amounts actually loaned by CDOT to the Borrower pursuant to the Intra-Agency Agreement, including all moneys on deposit in the I-70 MEXL Operating Account (collectively, the “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment when due (whether at under the stated maturityIntra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), by acceleration the Collateral shall immediately be subject to the lien of such pledge without any physical delivery or otherwise) other act, and the lien of such pledge shall be valid and binding against all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement parties having claims of any casekind in tort, proceeding contract or other action relating otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filed. The pledge of the Collateral pursuant to this Section does not limit the Borrower’s rights to withdraw money from the I-70 MEXL Revenue Account or the I-70 MEXL Operating Account pay for all lawful expenses and obligations of the Borrower related to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for postI-70 MEXL Project. Section ▇▇-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect ▇▇-▇▇▇ of the Lender Creditors which are LendersSupplemental Public Securities Act provides that a public entity, such aforementioned obligationsincluding the Borrower, liabilities and indebtedness shall arise only for such Lenders (may elect in such capacity) in respect an act of Loans), whether now existing issuance to apply all or hereafter incurred under, arising out of, or in connection with, any of the Credit Agreement and provisions of the other Credit Documents Supplemental Public Securities Act. The Borrower hereby elects to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with apply all of the termsSupplemental Public Securities Act to this Agreement, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, Loan and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementNote.
Appears in 2 contracts
Sources: Intra Agency Agreement, Loan Agreement
Security. This Agreement is made (a) The Obligations shall be secured by each Pledgor for the benefit of the Secured Creditors to secure:
first and prior Liens covering and encumbering (i) the full Mineral Interests owned by Borrower and prompt payment when due its Restricted Subsidiaries specified by Administrative Agent or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned by Borrower and its Restricted Subsidiaries on and after the Closing Date, (whether at the stated maturity, by acceleration or otherwiseii) one hundred percent (100%) of all obligations, liabilities the issued and indebtedness outstanding Equity of each existing and future Subsidiary (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement other than Subsidiaries of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)Unrestricted Subsidiary) of such Pledgor to the Lender Creditors Borrower, and (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacityiii) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with substantially all of the terms, conditions and agreements contained in other material assets of the Credit Agreement Parties, except that Permitted Encumbrances may exist and a Lien over the Equity in Medallion need not be granted to secure the Obligations. On or before the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing statements and UCC-3 financing statement amendments (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other interests of Borrower and the Credit Documents (all such obligations, liabilities and indebtedness under Parties required by this clause (iSection 5.1(a), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising. Borrower hereby authorizes Administrative Agent, and the due performance its agents, successors and compliance by such Pledgor with all of the termsassigns, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) to file any and all sums advanced by necessary financing statements under the Pledgee in order to preserve the Collateral (Uniform Commercial Code, assignments and/or continuation statements as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended necessary from time to time (in Administrative Agent’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.
(b) On or before the Effective Date and on or before each Determination Date after the date Closing Date and at such other times as Administrative Agent or Required Banks shall request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of this Agreement each Bank, Mortgages in accordance form and substance acceptable to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(i) above with respect to Mineral Interests then held by Borrower and such Restricted Subsidiaries (as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by Section 5.1(a)(i).
(c) Notwithstanding any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Borrowing Base Properties and no Building or Manufactured (Mobile) Home shall be encumbered by any of the Mortgages, the Security Agreement, the Facility Guaranty or any other Loan Paper; provided, that (i)the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Borrowing Base Properties and collateral and may be encumbered by the Mortgages or other Loan Papers and (ii)the Credit Parties shall not permit to exist any Lien on any Building or Manufactured (Mobile) Home except Permitted Encumbrances.
Appears in 2 contracts
Sources: Credit Agreement (Laredo Petroleum, Inc.), Credit Agreement (Laredo Petroleum, Inc.)
Security. This Agreement is made by each Pledgor for the benefit All obligations of the Secured Creditors Customer under this Agreement, all other Loan Documents and the Project Financing Agreements (if any) shall be secured by the Collateral as set forth in the Collateral Documents from and after the date of the execution and delivery of the Collateral Documents as described below, subject to securethe condition that neither AEF nor the Lenders shall be entitled to direct the Security Agent to exercise rights with respect thereto before the Conversion Date, whether or not the Project Lenders shall be entitled to exercise such rights. The Customer shall, on the earlier to occur of (a) if the Project Financing Agreements shall have been executed on or prior to the Closing Date, the Closing Date, (b) if the Project Financing Agreements shall have been executed during the period from the Closing Date to but not including the Conversion Commitment Date, the date of execution of the Project Financing Agreements, and (c) if the Project Financing Agreements shall not have been executed prior to the Conversion Commitment Date, the Conversion Commitment Date enter into:
(i) the full and prompt payment when due (whether at the stated maturityCollateral Documents, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating granting to the bankruptcySecurity Agent a valid Lien on the Collateral having the perfection and priority required by Section 9.04 and otherwise in accordance with the terms hereof (and, insolvencyas a condition of Conversion, reorganization or similar proceeding AEF shall be satisfied (by receipt of any Pledgor at the rate provided for legal opinions (which may be subject to qualifications and limitations that are customary in the jurisdiction where the respective documentation, whether counsel is located) and/or other evidence) that such grant is not void or not a claim for post-petition interest is allowed in any such proceedingsubject to avoidance if the Customer becomes the subject of an Insolvency Proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);; and
(ii) the full and prompt payment when due (whether at the stated maturityIntercreditor Agreement, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (includingproviding for, in the case event that there exists a Project Financing, the pari passu sharing of each Pledgor that is the Collateral on a Subsidiary Guarantorpro rata basis as among AEF, all such obligationsthe Lenders, liabilities the Project Lenders and indebtedness the ECAs (to the extent of such Pledgor under the Subsidiaries Guarantytheir interests), any Interest Rate Protection Agreement or Other Hedging Agreement entered into each such document being in respect of form and substance acceptable to AEF, the Borrower’s obligations with respect Lenders, the applicable ECAs and the Project Lenders. The Customer hereby consents and agrees to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, assignment and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date pledge of this Agreement or extended from time and the Note by AEF on the Conversion Date to time after the date of this Agreement in accordance with Lenders and shall execute all such acknowledgments, confirmations and other documents evidencing the Credit Agreementsame, as shall be reasonably requested by AEF.
Appears in 2 contracts
Sources: Customer Loan Agreement (Cd Radio Inc), Customer Loan Agreement (Cd Radio Inc)
Security. This Agreement is made by each Pledgor (a) As security for the benefit payment of the Secured Creditors Borrowing, the Borrower obliges itself to secure:
mortgage in favor of the Lender such real property as will be agreed upon by the Lender and the Borrower (ithe “Collateral”) to ensure the full outstanding amount of the Borrowing. It is understood and prompt agreed that all additions and accretions to, or replacements or substitutions of, said Collateral shall be made and subject to the lien of this mortgage and shall be held for the security and payment when due (whether at of the stated maturity, by acceleration or otherwise) outstanding amount of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, the Borrowing including interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding expenses or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor other obligations owing to the Lender Creditors under this Agreement.
(provided, in respect b) The Borrower states that it is the sole and beneficial owner of the Lender Creditors which are LendersCollateral and the one in possession thereof free from any lien, such aforementioned obligationsencumbrance or other security interest of any other person, liabilities and indebtedness shall arise only for such Lenders (except as otherwise disclosed in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out ofwriting, or in connection withas provided under Section 6.02(d) hereof.
(c) During the term and existence of this Agreement, the Credit Agreement Borrower shall insure or cause to be insured at all times and at its own expense the other Credit Documents Collateral against loss, fire, theft, pilferage, or otherwise, for the full insurance value payable to which such Pledgor is a party (including, the Lender as its interest in the case Collateral may appear, and it shall endorse and deliver the policy or policies of each Pledgor that is a Subsidiary Guarantorinsurance to the Lender, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligationsdefault thereof, liabilities the Lender may, at its option, insure the Collateral and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced so paid by the Pledgee in order Lender for such insurance shall be repayable with interest thereon at the same interest rate as being imposed under this Agreement and shall be considered covered by herein mortgage. It is clearly understood that the Lender has the right to preserve see and inspect the Collateral (as hereinafter defined) to find out their state or preserve its security interest in condition, upon a prior written notice of at least 24 hours submitted to the Collateral;Borrower and only to be conducted during regular business hours from 9:00 am to 5:00 pm.
(ivd) in The Borrower shall not, during the event existence of any proceeding for the collection or enforcement of any indebtednessmortgage, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on encumber with a second mortgage the Collateral, or any part thereof, without the written consent of any exercise the Lender.
(e) The Borrower may sell or dispose of the Collateral, provided the Borrower shall have the consent of the Lender (which consent shall not be unreasonably withheld) and immediately replace the Collateral with other real property such that at all times it is maintained that the value of the mortgage is the outstanding amount of the Borrowing. In this case, the Borrower undertakes to execute a new mortgage document to cover the substitute collateral. It is agreed that the Borrower shall furnish all documentary stamps for the new Collateral and pay all fees for the notarization and registration (if required by the Pledgee Lender) of its rights hereunder, together with reasonable attorneys’ fees and court costs; andthe documents connected therewith.
(vf) all amounts paid In the event the Borrower should fail to pay the Lender the sum of money or Borrowing secured by this mortgage, or any Secured Creditor as to which such Secured Creditor has part thereof, when due, or is in default within the right to reimbursement under Section 11 meaning of this Agreement; all , the Lender shall have the right at their election, to foreclose this mortgage in accordance with Applicable Law, and the proceeds of such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit sale of the types described above, whether outstanding on the date of this Agreement or extended mortgaged Collateral shall be applied in accordance with Section 2.07(b).
(g) The Borrower agrees and undertakes to execute and deliver to a Lender such other documents which said Lender may from time to time after reasonably request from the date Borrower in connection with the mortgage.
(h) Effective upon the breach of any condition of this Agreement mortgage and in accordance addition to the remedies herein stipulated, the Lender are hereby appointed attorneys-in-fact of the Borrower with full powers and authority, to take actual possession of the Credit AgreementCollateral, without the necessity of any judicial order or any other permission or power, to sell or dispose of the Collateral or take any other legal action that may be deemed necessary, to lease any of the Collateral and collect rents therefor; to execute bills of sale, leases or agreements that may be deemed convenient; to make repairs or improvements to the Collateral and pay the same and perform any other act which the Lender may deem convenient for the proper administration of the Collateral.
Appears in 2 contracts
Sources: Secured Loan Agreement, Secured Loan Agreement (Cannabis-Rx Inc.)
Security. This (a) In the event that AEG's interest in the Receivables purchased under this Agreement is made deemed by each Pledgor a court of competent jurisdiction to be a security interest instead of a purchase, then this Agreement shall be deemed to constitute a security agreement under Article 9 of the New Jersey Uniform Commercial Code and AEG shall have all rights of a secured party thereunder with respect to the Receivables so purchased, and the Collateral.
(b) As security for the benefit payment and performance of the Secured Creditors to secure:
Seller's obligations under or in connection with (i) the full and prompt payment when due any Overdraft, (whether at the stated maturityii) any other obligation of Seller to AEG under or in connection with this Agreement, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitationbut not limited to, principal, premium, interest, any attorneys' fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating expenses incurred by AEG in enforcing or amending this Agreement and any Termination Fee, and (iii) and any and all other obligations of Seller to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)AEG, whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all future (such obligations, liabilities collectively, the "Obligations"), Seller does hereby assign, transfer, and indebtedness grant to AEG a lien upon and a valid first priority security interest in the following assets (the "Collateral"): All accounts receivable, including, but not limited to, the Receivables, and all books and records pertaining to such accounts receivable, all machinery and equipment, fixtures, inventory, trademarks, patents, copyrights, contract rights and all other general intangibles, and all other personal property and assets of such Pledgor under Seller, all as more particularly described on Schedule A which is attached hereto and made a part hereof.
(c) Seller also hereby grants AEG an irrevocable power of attorney, which shall be deemed coupled with an interest and shall be irrevocable so long as this Agreement is in force and thereafter until all Obligations have been fully paid, for the Subsidiaries Guaranty) purpose of collecting the Receivables assigned hereunder and the due performance and compliance by such Pledgor with exercising all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations its rights with respect to the outstanding Loans from time Collateral such rights to timeinclude, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arisingbut not be limited to, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding sign Seller's name on the date of this Agreement any UCC financing statement or extended from time any amendment thereto relating to time after the date of this Agreement in accordance with the Credit AgreementCollateral.
Appears in 2 contracts
Sources: Master Purchase & Sale Agreement (American Equities Income Fund Inc), Master Purchase & Sale Agreement (American Equities Income Fund Ii Inc)
Security. This Agreement is made by each Pledgor for The Surety may at any time and from time to time hereafter, in its sole and absolute discretion, require the benefit of Principals to provide collateral, in form and amounts acceptable to the Secured Creditors Surety (such amounts not to secure:
(i) exceed the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) aggregate penalty sum of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after then-issued Bonds) to secure the commencement of any case, proceeding or other action relating Principals’ obligations to the bankruptcySurety hereunder and/or to establish reserves to cover any actual or potential liability, insolvencyclaim, reorganization suit, or judgment under any Bond. Immediately upon the Surety’s demand therefor, each Principal shall execute such documents and take such further action as may be necessary in order to provide such collateral. Each Principal hereby grants to the Surety a security interest in all money and other property now or hereafter delivered by such Principal to the Surety, and all income (if any) thereon. If a Principal provides the Surety with a letter of credit or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lendersinstrument, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, Principal agrees that the Credit Agreement and Surety has the other Credit Documents right to which such Pledgor is a party (including, in call on the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans same from time to time, whether such Interest Rate Protection Agreement in whole or Other Hedging Agreement is now in existence part and for any reason or hereafter arisingno reason, and to hold the due performance proceeds thereof as collateral for the obligations of the Principals hereunder. Not in limitation of any other provision of this Agreement and compliance by such Pledgor with as security for all of the termsprovisions of this Agreement and any other indebtedness or liabilities of any Principal to the Surety, conditions whenever and agreements contained therein (all such obligations, liabilities however incurred and indebtedness described in this clause (ii) being herein collectively called whether originally owing to the “Other Obligations”);
(iii) any and all sums advanced Surety or subsequently acquired by the Pledgee in order Surety, if the Principals fail to preserve provide any required collateral after demand therefor, then each Principal hereby (a) grants to the Collateral (as hereinafter defined) or preserve its Surety a security interest in all of such Principal’s accounts, chattel paper, electronic chattel paper, payment intangibles, promissory notes, letter of credit rights, documents, instruments, equipment (including all parts, accessions and additions thereto), general intangibles, goods, inventory, investment property, deposit accounts and all proceeds, products and supporting obligations for and accessions to any of the Collateral;
foregoing, in each case whether then owned or later acquired, and (ivb) authorizes the Surety to file and continue financing statements naming such Principal as debtor and describing the collateral as “all property,” all at the expense of the Principals. Any term used in the event preceding sentence and defined in the Uniform Commercial Code shall have the meaning therein ascribed to such term. Any collateral provided at any time by any Principal shall be available, in the discretion of the Surety, as collateral security on any proceeding or all Bonds heretofore or hereafter executed for or at the collection or enforcement of any indebtedness, obligations or liabilities request of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale Principal or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementother Principal.
Appears in 2 contracts
Sources: Payment and Indemnity Agreement, Payment and Indemnity Agreement
Security. This (a) The Borrower agrees that at all times before Security Termination, the Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral as required below, subject to any permitted releases pursuant to the terms of this Agreement is made by each Pledgor for or the benefit Security Documents, to secure the performance and payment of the Secured Creditors Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Subsidiary to secure:take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Domestic Subsidiary and held by a Domestic Subsidiary; (ii) 65% of Voting Securities and 100% of Equity Interests that are not Voting Securities issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Domestic Subsidiary; and (iii) all other Properties of the Credit Parties and their respective Subsidiaries other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.6 or any other provisions of the Credit Documents, (i) neither the Borrower nor any Domestic Subsidiary shall be required to grant any security interest in the Equity Interests of any Foreign Subsidiary except 65% of the outstanding Voting Securities and 100% of the Equity Interests that are not Voting Securities in any First Tier Foreign Subsidiary and (ii) DIT shall not be required to comply with this Section 5.6 until such time as it becomes a wholly-owned Subsidiary of the Borrower.
(b) Notwithstanding the generality of the foregoing Section 5.6(a), (x) with respect to each real property (other than Excluded Real Property) owned by a Credit Party on the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 90 days after the Amendment No. 4 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), and (y) with respect to each real property (other than Excluded Real Property) acquired by a Credit Party after the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 30 days after such acquisition (or such later date as may be agreed by the Administrative Agent in its sole discretion):
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any fully executed Mortgages covering such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)real property;
(ii) the full and prompt payment when due at least five (whether at the stated maturity, by acceleration or otherwise5) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating Business Days prior to granting a Lien to the bankruptcyAdministrative Agent thereon, insolvencyif applicable, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationflood determination certificates and, whether or not a claim for post-petition interest is allowed in any such proceedingif applicable, flood insurance as required under Section 5.3(c) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);above; and
(iii) any and all sums advanced by satisfactory Lien searches from the Pledgee counties in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligationsreal property is located and, liabilitiesif necessary, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed releases for Liens reflected thereon that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementare not Permitted Liens.
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Security. This The Company agrees that at all times before the termination of this Agreement, payment in full of the Obligations (other than reimbursement and indemnity obligations which survive for which the US Borrower has not received a notice of claim), and termination in full of the Commitments, the Applicable Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral as required below, subject to any permitted releases pursuant to the terms of this Agreement is made by each Pledgor for or the benefit Security Documents, to secure the performance and payment of the Secured Creditors Obligations as set forth in the Security Documents. The Company shall, and shall cause each Restricted Subsidiary to securetake such actions, including execution and delivery of any Security Documents necessary to:
(ia) create, perfect and maintain an Acceptable Security Interest in favor of the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for US Administrative Agent in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)following Properties, whether now existing owned or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the acquired: (i) all Equity Interests issued by any Subsidiary (other Credit Documents to which such Pledgor is than a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries GuarantyForeign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
US Borrower; (ii) 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the full and prompt payment when due (whether at the stated maturityUS Borrower or any Wholly-Owned Domestic Restricted Subsidiary but, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors underevent, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect no more than 65% of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, Voting Securities issued by any First Tier Foreign Subsidiary; and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any all other Properties of the US Credit Parties and all sums advanced by the Pledgee in order to preserve the Collateral their respective Domestic Restricted Subsidiaries other than Excluded Properties (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costsUS); and
(vb) create, perfect and maintain an Acceptable Security Interest in favor of the Canadian Administrative Agent in all amounts paid by Properties of the Canadian Borrower and any Secured Creditor as to which such Secured Creditor has other Foreign Subsidiary of the right to reimbursement under Section 11 US Borrower, whether now owned or hereafter acquired other than Excluded Properties (Canada). For the avoidance of this Agreement; all such obligationsdoubt, liabilities, sums and expenses set forth in clauses (i) through (v) notwithstanding the preceding provisions of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit 5.6 or any other provisions of the types described aboveCredit Documents, whether (A) neither the Company nor any Domestic Subsidiary shall be required to grant any security interest in more than 65% of the outstanding on Voting Securities in any Foreign Subsidiary and (B) none of the date Property of this Agreement any Foreign Subsidiary (including the Canadian Borrower) shall ever serve as collateral or extended from time to time after other security for the date US Facility (including US Letters of this Agreement in accordance with the Credit Agreementand Swingline Advances).
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Genco Shipping & Trading LTD), Pledge and Security Agreement (Genco Shipping & Trading LTD)
Security. This Agreement is made by each Pledgor As security for the benefit repayment of the Secured Creditors Credit Facility, and any and all other loans to secureor Obligations of Borrower hereunder (other than obligations to Bank acting in its capacity as a Limited Lender), including any and all extensions and renewals of the foregoing:
(i) the full A. Borrower has granted to Bank a security interest in all of Borrower's general intangibles, accounts, contract rights, chattel paper and prompt payment when due (whether at the stated maturityinstruments, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees Borrower's books and indemnities (including, without limitation, all interest that accrues after the commencement of records pertaining to any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)foregoing, whether now existing owned or hereafter incurred underacquired, arising out ofand all proceeds and products of the foregoing. The aforesaid security interest shall be a first and paramount lien on the foregoing collateral, or subject to, and, on the terms set forth in connection the Intercreditor Agreement, on an equal priority with, the Credit Agreement and security interest of the other Credit Documents to which such Pledgor is a party (includingAdditional Lenders, all as provided in the case General Security Agreement between Borrower and Bank dated as of each Pledgor that is a Subsidiary GuarantorMarch 26, all such obligations1993, liabilities as the same has and indebtedness of such Pledgor under may be amended from time to time (the Subsidiaries Guaranty) and "Security Agreement"); provided, however, the due performance and compliance by such Pledgor with all aforesaid security interest in Third Party Loans constituting the Limited Lenders' Collateral shall be subordinate to the security interests of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness Limited Lenders. Bank's rights with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) aforesaid property will be subject to the terms and conditions of the Security Agreement. Borrower specifically acknowledges and agrees that the payment of the Obligations is secured by all security interests, mortgages, pledges and hypothecations previously or hereafter granted by Borrower in favor of Bank or in favor of the event of any proceeding Collateral Agent for the collection or enforcement benefit of any indebtednessBank, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuingincluding without limitation, the reasonable expenses Security Agreement.
B. Borrower shall execute and deliver to the Collateral Agent on behalf of retakingBank and the Additional Lenders, holdingat any time or times at the request of Bank or the Collateral Agent, preparing for sale all financing statements, security agreements, assignments, letters of authority, pledges, notices and other agreements, instruments and documents which Bank may request in a form satisfactory to it, to further evidence, perfect and maintain the security interests and liens granted or leaseto be granted to Bank in aforesaid collateral and to fully consummate all of the transactions contemplated hereunder and under any other agreement, selling instrument or otherwise disposing documents hereafter executed by Borrower and delivered to Bank. Without limiting the obligations of or realizing on Borrower pursuant to the foregoing provisions and except as to Third Party Loans constituting Limited Lenders' Collateral, Borrower shall immediately endorse to the order of and deliver to the Collateral Agent all promissory notes or of other instruments evidencing Third Party Loans heretofore or hereafter made by Borrower and shall assign and deliver to such Collateral Agent any exercise by the Pledgee of its rights hereunderand all mortgages, together with reasonable attorneys’ fees security agreements, and court costs; and
(v) all amounts paid by any Secured Creditor as to which other documents evidencing or securing such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementThird Party Loans.
Appears in 2 contracts
Sources: Loan Agreement (Bando McGlocklin Capital Corp), Loan Agreement (Bando McGlocklin Capital Corp)
Security. This Agreement In the event the Borrower, the Co-Borrower and/or the Guarantor commits any default under this Agreements, and the Borrower , the Co-Borrower and/or the Guarantor is made entitled to or has availed of any other credit or other facility from the bank then, notwithstanding anything contained in any other agreement or other document executed by each Pledgor for the benefit Borrower , the Co-Borrower and/or the Guarantor, the Bank shall be entitled (but not obliged) to utilize and appropriate the credit balance and/or any unutilized/undrawn portion of such facility towards the repayment of the Secured Creditors to secure:
Loan Balance or any part thereof (i) notwithstanding that such facility may already be in debit and/or such utilization may create or increase the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guarantydebit balance) and the due performance and compliance Bank shall be entitled to utilize any repayment made by such Pledgor with all the Borrower , the Co-Borrower and/or the Guarantor of any other loan /loan facility towards the repayment of the termsLoan Balance or any part thereof. Without prejudice to what is stated hereinabove, conditions the Borrower and/or the Co-Borrower/s and/or the Guarantor/s hereby expressly agrees and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest confirms that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of the Borrower and/or the Co-Borrower/s and/or the Guarantor/s failing to pay the amount outstanding under the Overdraft and/or Loan Facility, in addition to any proceeding for general or similar lien to which the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and Bank may be continuingentitled by law, the reasonable expenses of retakingBank shall, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of without prejudice to any exercise by the Pledgee of its specific rights hereunderunder any other Agreements with the Borrower and/or the Co-Borrower/s and/or the Guarantor/s, together with reasonable attorneys’ fees at its sole discretion and court costs; and
(v) all without notice to the Borrower and/or the Co-Borrower/s and/or the Guarantor/s, be at liberty to apply any other money or amounts paid by any Secured Creditor as standing to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, Borrower and/or the Co-Borrower/s and/or the Guarantor/s in any account (including fixed deposit account) of the Borrower and/or the Co- Borrower/s and/or the Guarantor/s (whether outstanding on singly or jointly with another or others) with the date Bank towards payment of the Dues. The rights of the Bank under this Agreement are in addition to other rights and remedies (including without limitation other rights or extended from time to time after set off) which the date of this Agreement in accordance with the Credit AgreementBank may have.
Appears in 1 contract
Sources: Loan Agreement
Security. This Agreement is made Debtor hereby grants to Secured Party a first and prior security interest in and to each and every Vehicle financed hereunder, whether now owned or hereafter acquired by each Pledgor for the benefit way of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturityreplacement, by acceleration substitution, addition or otherwise) , together with all additions and accessions thereto and all proceeds thereof, subject only to any prior security interest in a Vehicle financed by a Receivable Purchase Advance which has been granted by Debtor to Chrysler Corporation and assigned by Chrysler Corporation to Secured Party in connection with the making of such Receivable Purchase Advance. Further, Debtor also hereby grants to Secured Party a security interest in and to all obligationsChattel Paper, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, Accounts whether or not a claim earned by performance and including without limitations all amounts due from the manufacturer or distributor of the Vehicles or any of its subsidiaries or affiliates, Contract Rights, Documents, Instruments, General Intangibles, Consumer Goods, Inventory of Automotive Parts, Accessories and Supplies, Equipment, Furniture, Fixtures, Machinery, Tools, and Leasehold Improvements, whether now owned or hereafter acquired by way of replacement, substitution, addition or otherwise, together with all additions and accessions thereto and all proceeds thereof, as additional security for post-petition each and every indebtedness and obligation of Debtor as set forth herein. The security interest is allowed hereby granted shall secure the prompt, timely and full payment of (1) all Advances, (2) all interest accrued thereon in accordance with the terms of this Agreement and the Promissory Notes, (3) all other indebtedness and obligations of Debtor under the Promissory Notes, (4) all costs and expenses incurred by Secured Party in the collection or enforcement of the Promissory Notes or of the receivable underlying any Receivable Purchase Advance or of the obligations of the Debtor under this Agreement, (5) all monies advanced by Secured Party on behalf of Debtor for taxes, levies, insurance and repairs to and maintenance of any Vehicle or other collateral, and (6) each and every other indebtedness or obligation now or hereafter owing by Debtor to Secured Party including any collection or enforcement costs and expenses or monies advanced on behalf of Debtor in connection with any such proceeding)) of such Pledgor to the Lender Creditors (providedother indebtedness or obligations. Nothing in this Agreement shall require Debtor, in respect of any Receivable Purchase Advance, to proceed first under the Lender Creditors which are Lenders, security interest created by this Agreement or first under the security interest granted by Debtor to Chrysler Corporation to secure the receivable underlying such aforementioned obligations, liabilities Receivable Purchase Advance and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement assigned by Chrysler Corporation to Secured Party and the other Credit Documents to which remedies of Secured Party under such Pledgor is a party (includingsecurity interests shall be cumulative.
3.1 All said security set forth in Paragraph 3.0 above shall hereinafter collectively be called "Collateral". Debtor hereby expressly agrees that the term "proceeds" as used in Paragraph 3.0 above shall include without limitation all insurance proceeds on the Collateral, money, chattel paper, goods received in the case of each Pledgor that is a Subsidiary Guarantortrade including without limitation vehicles received in trade, all such obligationscontract rights, liabilities instruments, documents, accounts whether or not earned by performance, general intangibles, claims and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except tort recoveries relating to the extent consisting of obligations, liabilities or indebtedness Collateral. Notwithstanding that Advances hereunder are made from time to time with respect to Interest Rate Protection Agreements or Other Hedging Agreementsspecific Vehicles, being herein collectively called each Vehicle and the “Credit Document Obligations”);proceeds thereof and all other Collateral hereunder shall constitute security for all obligations of Debtor to Secured Party secured hereunder.
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest 3.2 Debtor hereby agrees that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect upon request of the Borrower’s obligations with respect Secured Party it will take such action and/or execute and deliver to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) Secured Party any and all sums advanced by documents (and pay all costs and expenses of recording the Pledgee same), in order form and substance satisfactory to preserve the Collateral (as hereinafter defined) or preserve Secured Party, which will perfect in Secured Party its security interest in the Collateral;
(iv) Collateral in which Secured Party has or is to have a security interest under the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 terms of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Security Agreement and Master Credit Agreement (Sonic Automotive Inc)
Security. This Agreement is made by each Pledgor (a) As security for the benefit full payment, performance and discharge of the Secured Creditors Obligations, the Applicant hereby delivers and pledges to secure:the Bank and grants to the Bank a first priority lien upon and continuing security interest in the Collateral. To the extent the Bank receives payment on account of the Obligations, which payment is thereafter set aside or required to be repaid by the Bank in whole or in part, then, to the extent of any sum not finally retained by the Bank (regardless of whether such sum is recovered from the Bank by the Applicant, or the Applicant's estate or trustee or any party acting for, on behalf of or through the Applicant as the Applicant's representative), the Obligations shall be reinstated and the lien and security interest created hereby shall remain in full force and effect (or be reinstated) until the Applicant shall have made payment to the Bank, which payment shall be due on demand.
(ib) Except for the full security interest created hereunder (and prompt payment when due the subordinated second priority security interest granted by the Applicant in favor of Ableco), the Applicant is the owner of the Collateral free from any lien or security interest. The Applicant agrees not to grant any lien on or security interest in, or permit the existence of any lien on or security interest in, the Collateral Account or any of the other Collateral (whether except in favor of the Bank, and except for the subordinated second priority security interest in favor of Ableco).
(c) The Applicant will promptly execute and deliver to the Bank such financing statements, certificates and other documents or instruments as may be necessary to enable the Bank to perfect, protect or from time to time renew the security interest granted hereby, including, without limitation, such financing statements, control agreements, certificates and other documents as may be necessary to perfect a security interest in any additional Collateral hereafter acquired by the Applicant or in any replacements or proceeds thereof. The Applicant authorizes the Bank to file and refile (at the stated maturityApplicant's expense) such financing statements, by acceleration or otherwise) of all obligations, liabilities continuation statements and indebtedness other documents (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)this Agreement) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing offices as the Bank may reasonably deem necessary or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee appropriate in order to perfect and preserve the Collateral (rights and interests granted to the Bank hereunder, and agrees that it will join with the Bank in executing any such financing statements, continuation statements or other documents as hereinafter defined) or preserve its the Bank may reasonably deem necessary. The Applicant authorizes and appoints the Bank, in case of need, to execute such financing statements, assignments, certificates and other documents pertaining to the Bank's security interest in the Collateral;Collateral in its stead if the Applicant fails to so execute such documents, with full power of substitution, as the Applicant's attorney in fact.
(ivd) Provided no Default or Event of Default shall have occurred or be continuing or shall arise therefrom, unless Ableco has notified the Bank that an event of default has occurred and is continuing under the Ableco Financing Agreement, on the fifteenth day of each calendar month (or, if such day is not a Business Day, on the next succeeding Business Day), commencing on October 15, 2002, the Bank shall withdraw from the Collateral Account the aggregate amount of interest that has accrued on the funds on deposit in the event Collateral Account during the prior month and shall transfer such interest to the Applicant in accordance with the wire instructions of the Applicant set forth on Schedule I hereto (whereupon such interest shall no longer be subject to the security interest granted to the Bank hereunder). Upon any proceeding for such disbursement, the collection Applicant shall be deemed to have represented to the Bank that both immediately before and immediately after giving effect to such disbursement, no Default or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and.
(ve) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 Provided no Default or Event of this Agreement; all such obligationsDefault shall have occurred or be continuing or shall arise therefrom, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time (but not more frequently than once in any calendar month) after the date earlier of this Agreement (i) 3 Business Days after the last day of the Availability Period and (ii ) the Commitment Termination Date, upon the written request of Ableco, the Bank shall withdraw from the Collateral Account the amount, if any, by which (x) the aggregate amount of funds on deposit in the Collateral Account (exclusive of interest amounts referred to in clause (d) above) exceeds (y) the product of (A) one hundred three percent (103%) multiplied by (B) the LC Exposure at such time, and shall transfer such excess amount to Ableco in accordance with the wire transfer instructions of Ableco set forth on Schedule I hereto to be applied by Ableco against the Applicant's obligations to Ableco (whereupon such excess amount shall no longer be subject to the security interest granted to the Bank hereunder). Upon any such disbursement, the Applicant shall be deemed to have represented to the Bank both immediately before and immediately after giving effect to such disbursement no Default or Event of Default shall have occurred and be continuing.
(f) The Applicant shall have no right to request or receive disbursements from the Collateral Account, except as provided in clauses (d) and (e) of this Paragraph 12. The Applicant hereby irrevocably authorizes and directs the Bank to make the transfers described in clauses (d) and (e) of this Paragraph 12, and hereby agrees that in no event shall the Bank be liable or obligated to the Applicant for any transfer made in accordance with such clauses, or for any failure by the Bank to make any such transfer if the Bank, in its reasonable determination, believes that a Default or Event of Default has occurred and is continuing under this Agreement or the Credit AgreementDocuments, or that such transfer may expose the Bank to any obligation, liability or expense (other than any administrative costs and expenses related to or incurred in connection with the transfers described in clauses (d) and (e) of this Paragraph 12).
(g) All items of income, if any, including dividends, interest and other income, gain, expense and loss on the Collateral shall be reported by the Bank in the name and tax identification of the Applicant.
(h) The Applicant acknowledges and agrees that, regardless of the adequacy of the Collateral or any other security for the Obligations, the Bank may withdraw from the Collateral Account at any time and from time to time (whether before or after the occurrence of an Event of Default) and apply such funds as may be necessary (i) to reimburse the Bank for any drawing made on any Letter of Credit, and (ii) to cover any fees, costs, expenses (including reasonable attorney's fees) and other amounts for which the Applicant may from time to time be liable to the Bank.
(i) In addition to the Bank's rights under the foregoing clause (h), upon the occurrence and during the continuance of any Event of Default, the Bank shall have the right at any time and from time to time without the necessity of making demand upon or giving notice to the Applicant (i) to withdraw funds from the Collateral Account and apply such funds to the repayment of the then unpaid amount of all Obligations, (ii) to set-off the funds in the Collateral Account and any deposits or other sums at any time credited thereto against the Obligations, and (iii) to exercise any and all rights and remedies of a secured party under the Uniform Commercial Code (as in effect in Massachusetts), including, without limitation, the rights of a secured party under Section 9-607 of the Uniform Commercial Code. The Applicant hereby waives presentment, demand, notice, protest and all other demands and notices in connection with this Agreement or the enforcement of the Bank's rights hereunder or in connection with any of the Obligations.
(j) In the event that the Bank elects to exercise any of its remedies with respect to the Collateral following an Event of Default, the Bank shall apply the proceeds of the Collateral as follows: (i) first, to the payment of any and all fees, costs and expenses incurred by the Bank in exercising its rights (including, without limitation, reasonable attorney's fees), and (ii) second, to the repayment of any and all Obligations then due and payable, and (iii) third, to the extent any Obligations have yet to mature or become due and payable at the time the Bank exercises its rights with respect to the Collateral, the Bank shall hold such proceeds as collateral for, and shall apply such proceeds to, the repayment of any remaining Obligations as and when the same shall become due and payable. In the event the proceeds of the Collateral are insufficient to pay all of the Obligations in full, the Applicant shall be liable for the deficiency, together with interest thereon at a rate per annum equal to LIBOR plus one half of one percent (.50%), and the cost and expenses of collection of such deficiency, including (to the extent permitted by law), without limitation, reasonable attorneys' fees, expenses and disbursements.
(k) If, following the repayment of all of the Applicant's Obligations, the termination and/or expiration of all Letters of Credit issued hereunder, and the termination of the LC Commitment, there shall remain any surplus Collateral in the Collateral Account, such surplus shall be paid to the Applicant (or to any person or party lawfully entitled thereto (including, if applicable, Ableco or any other subordinated creditor of the Applicant). In exercising any rights with respect to the Collateral, so long as the Bank acts in a commercially reasonable manner, the Bank may proceed in any manner which the Bank, in its sole discretion, shall elect, without in any way incurring any liability or obligations to the Applicant.
Appears in 1 contract
Sources: Letter of Credit Facility, Reimbursement and Security Agreement (Clean Harbors Inc)
Security. This Agreement is made by each Pledgor As security for the benefit payment as and when due of the Secured Creditors indebtedness of Borrower to secure:
Lender hereunder and under the Promissory Note (iand any renewals, extensions and modifications thereof) and under any other agreement or instrument, both now in existence and hereafter created (as the full same may be renewed, extended or modified), and prompt payment the performance as and when due (whether at the stated maturity, by acceleration or otherwise) of all obligationsother Obligations of Borrower to Lender, liabilities both now in existence and indebtedness hereafter created (includingas the same may be renewed, without limitationextended or modified), principal, premium, interest, fees and indemnities Borrower hereby grants to Lender a security interest in the Equipment (including, without limitation, all which shall be deemed to be a purchase money security interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcyextent the proceeds of the Loan are used to purchase such Equipment), insolvencySoftware Rights and any other collateral described on the collateral schedule(s) (as updated from time to time by Borrower as new Equipment is received, reorganization hereinafter collectively referred to as the “Collateral Schedule”) now or similar proceeding of any Pledgor at hereafter executed in connection with the rate provided for in the respective documentationPromissory Note, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors and all replacements, substitutions and exchanges therefor and thereof and accessions thereto (provided, in respect however, that other than upon the occurrence and continuance of the Lender Creditors which are Lendersan Event of Default hereunder, such aforementioned obligationsaccessions do not include mined currency unless specifically granted by Borrower as additional Collateral from time to time) and any and all insurance and/or other proceeds thereof (for the avoidance of doubt, liabilities other than proceeds derived from the mining activity unless upon the occurrence and indebtedness shall arise only for such Lenders during the continuance of an Event of Default hereunder or specifically granted by ▇▇▇▇▇▇▇▇ as additional Collateral from time to time) (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection withcollectively, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document ObligationsCollateral”);
(ii) the full and prompt payment when due (whether at the stated maturity. ▇▇▇▇▇▇▇▇ agrees that, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to timeCollateral, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with ▇▇▇▇▇▇ shall have all of the terms, conditions rights and agreements contained therein remedies of a secured party under the UCC. Borrower hereby authorizes Lender to file UCC financing statements (all such obligations, liabilities and indebtedness described in this clause (ii“UCC Statements”) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in describing the Collateral;
(iv) in the event of . Without ▇▇▇▇▇▇’s prior written consent, ▇▇▇▇▇▇▇▇ agrees not to file any proceeding for the collection corrective or enforcement of termination statements or partial releases with respect to any indebtedness, obligations or liabilities of such Pledgor referred UCC Statements filed by Lender pursuant to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Equipment Loan and Security Agreement (Akerna Corp.)
Security. This Agreement is made by each Pledgor Except as otherwise provided in Section 2.9, as security for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (includingof the Borrower to the Lenders, without limitationwhether now or hereafter owing or existing, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding arising under or other action relating to this Pledge Agreement, the bankruptcyNotes and the other Loan Documents, insolvencyand for the payment, reorganization performance and discharge of all other obligations or similar proceeding of any Pledgor at undertakings now or hereafter made for the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect benefit of the Lender Creditors which are LendersLenders under this Pledge Agreement, such aforementioned obligationsthe Notes, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)the other Loan Documents or under any other agreement, whether promissory note or undertaking now existing or hereafter incurred underentered into by the Borrower with or to the Lenders pursuant to the terms hereof, including any guaranty or surety obligations of the Borrower owed to the Lenders arising out of, under or in connection withrelating to the Pledge Agreement, the Credit Notes and the other Loan Documents (the "Secured Obligations"), the Borrower hereby pledges, assigns, transfers and delivers to Agent for the account of the Lenders, and grants to the Agent for the account of the Lenders (and which as to Collateral pledged pursuant to the First Pledge Agreement and the other Credit Documents to which Second Pledge Agreement, shall also constitute a confirmation, extension, renewal and affirmation of such Pledgor is liens), a party continuing first priority lien and security interest (includingexcept as noted below or, in the case of each Pledgor that is a Subsidiary GuarantorAdditional Collateral, all such obligations, liabilities and indebtedness of such Pledgor under as otherwise agreed by the Subsidiaries GuarantyLenders in accepting the same) and the due performance and compliance by such Pledgor with in all of the termsBorrower's rights, conditions title and agreements contained in interest in, to and under: (a) the Credit Agreement and in such other Credit Documents Certificates representing the Collateral; (all such obligationsb) the Grantor Trust Right, liabilities and indebtedness under this clause (i), except subject to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
Securitizations; (iic) the full Pledged Shares and prompt payment when due Certificates (whether at d) any other property of the stated maturity, Borrower held by acceleration the Agent on behalf of the Lenders arising under or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcyLoan Documents, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence securing any other obligation of the Borrower to the Lenders or hereafter arisingany of their respective affiliates; (e) Additional Collateral, and (f) all proceeds, payments, income, products and profits derived from or related to the due performance and compliance by such Pledgor with above-described property, including without limitation, the Restricted Proceeds (all of the termsforegoing are collectively referred to herein as the "Collateral"). The agreements and related documents evidencing the Grantor Trust Right and the Certificates, conditions and agreements contained therein (all as well as related documents comprising such obligations, liabilities and indebtedness Collateral are set forth on Exhibit "C". The Pledged Shares described in this clause (ii) being herein collectively called Exhibit "D" and the “Other Obligations”);
(iii) any Residual Interest Instruments, Senior Trust Certificate and Interest Only Instruments described on Exhibit "C", and "F" are Certificates, all sums advanced by of which are Collateral. The Collateral shall include all rights of the Pledgee in order Borrower related to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of the Additional Collateral and any exercise by other Collateral pledged pursuant to the Pledgee of its rights hereunderterms hereof, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has including the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.following:
Appears in 1 contract
Sources: Pledge and Security Agreement (Altiva Financial Corp)
Security. This Agreement is made by each Pledgor for The Seller hereby cedes, transfers and makes over to LCS Financial Services all its right, title and interest in and to all the benefit book debts of the Secured Creditors Seller, both future and present of whatsoever nature and from whatsoever cause arising, as security for all and any indebtedness from whatsoever cause and howsoever arising which is due, owing and payable by the Seller to secure:
LCS Financial Services and whether liquidated or not, it being agreed that this cession shall endure and be of force and effect until all liability of the Seller to LCS Financial Services has been paid by the Seller or otherwise discharged. The Seller hereby undertakes and warrants that it: has not entered into any agreement restricting or excluding the transferability of the claims that form the object of this cession; has no knowledge of any counterclaims that may extinguish the claims that form the object of this cession; has not, prior to this cession, ceded the claims that form the object of this cession to any other person or concern; but if it should so happen that the Seller is in breach of this, then this cession shall operate as a cession of the Seller’s reversionary rights, including all rights of action against the prior LCS Financial Services. During such time as the cession which is the subject matter of this Agreement remains of force and effect, the Seller agrees that it will: deliver to LCS Financial Services at intervals of not less than one month a list reflecting all debtors of the Seller, with their names and addresses, the nature and amount of the indebtedness of each of them, particulars of any bills of exchange, promissory notes, cheques, agreements, documents of title or other security of whatsoever nature held in respect thereof, a statement showing whether the indebtedness is on open account or on credit, and in the latter event the terms of such credit; upon demand deliver, cede, transfer or negotiate to LCS Financial Services all or such of the bills of exchange, promissory notes, cheques, documents of title or other security referred to in sub-clause (ia) hereof as may be demanded, duly endorsed, ceded, transferred or negotiated in such form as shall render LCS Financial Services the full and prompt absolute owner thereof entitled in his/her own name to enforce payment when due (whether thereof; make available for inspection by LCS Financial Services or its authorised agent at any time during normal business hours at the stated maturitySeller’s place of business all books of account, by acceleration or otherwise) of all obligationsreceipt and other books, liabilities papers and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action correspondence relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at said book debts and the rate provided for in Seller’s dealings with the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, debtors in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, of them to him/her in his/her said business; give LCS Financial Services all such obligations, liabilities and indebtedness of such Pledgor under information concerning the Subsidiaries Guaranty) and said Debtors as may be reasonably required by LCS Financial Services to enable it to recover the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) amount owing by each of them. LCS Financial Services authorises the Seller to collect the aforesaid book debts in its own name and keep the proceeds until such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended LCS Financial Services may determine. The Seller authorises LCS Financial Services from time to time after in the date absolute discretion of this Agreement in accordance with LCS Financial Services to give notice to all or any of the Credit Agreementdebtors of the Seller both present and future of the said cession.
Appears in 1 contract
Sources: Memorandum of Agreement
Security. This Upon the termination of the Guarantor's obligations under SECTION 3 or if the excess of aggregate amount paid by the Guarantor under SECTION 3 over the aggregate of any amounts reimbursed to it pursuant to the terms of the Management Agreement is made equals not less than Fifty Million dollars ($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by each Pledgor HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the benefit full amount thereof if at any time there is less than thirty (30) days until the expiry date of the Secured Creditors to secure:
such Satisfactory Letter of Credit; (ib) for the full and prompt payment when due amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (whether at the stated maturityor, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues if after the commencement date hereof the system of any caseratings used by the Rating Agencies changes in a material way, proceeding their then equivalents in HPT's reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)(c) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationamounts then due and payable hereunder, whether if the Guarantor shall fail to pay or not a claim for post-petition interest is allowed in perform any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement obligations under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement Guaranty in accordance with the Credit Agreementterms hereof. HPT shall be entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Guarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the Guarantor's risk, in interest bearing investments reasonably acceptable to the Guarantor. Any interest on such cash collateral, and any losses in such investments, shall belong to IHG.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Hospitality Properties Trust)
Security. This The Borrower’s obligations under this Agreement, each Promissory Note, and each interest rate swap, hedge, cap, collar, forward fix or similar agreement, including any master agreement published by the International Swap and Derivatives Association, Inc., between the Borrower and Lender, designed to protect the Borrower from fluctuations in interest rates (the “Interest Rate Agreement”) will be secured by a statutory first lien on all equity that the Borrower may now own or hereafter acquire or be allocated in Lender. In addition, except as otherwise provided in a Promissory Note or in a closing instruction letter signed by the parties (an “Instruction Letter”), the Borrower’s obligations hereunder and under each Promissory Note and any Interest Rate Agreement is made by each Pledgor for the benefit of the Secured Creditors to securewill be:
(ia) the full secured by a first priority lien (subject only to exceptions approved in writing by ▇▇▇▇▇▇) on all real and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect personal property of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)Borrower, whether now existing or hereafter incurred underacquired. The Borrower agrees to take such steps, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement execution and recordation or filing, as applicable, of mortgages, deeds of trust, security agreements, intercreditor or parity agreements, pledge agreements, control agreements, financing statements, and amendments to any of the foregoing, and such other instruments and documents as Lender may require to enable Lender to obtain, perfect, and maintain a lien on such property, and the payment of any caseapplicable mortgage recording, proceeding documentary stamp, or intangible taxes; and
(b) guaranteed by an unsecured or secured, limited or continuing guarantee of payment, in form and substance and from such parties as may be required by Lender from time to time. If Lender requires such guarantee(s) to be secured by a lien on the real and/or personal property of a guarantor (a “Guarantor”), Borrower will cause each Guarantor to take such steps, including, without limitation, the execution and recordation or filing, as applicable, of mortgages, deeds of trust, security agreements, pledge agreements, control agreements, financing statements, and amendments to any of the foregoing, and such other action relating instruments and documents as Lender may require to enable Lender to obtain, perfect, and maintain a lien on such property, and the bankruptcy, insolvency, reorganization or similar proceeding payment of any Pledgor at the rate provided for in the respective documentationapplicable mortgage recording, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors underdocumentary stamp, or with respect to intangible taxes.
(includingc) In addition, in the case of each Pledgor that is a Subsidiary GuarantorBorrower agrees, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans as may be required by ▇▇▇▇▇▇ from time to time, whether such Interest Rate Protection Agreement to provide to Lender ALTA lender’s policies of title insurance in face amounts and from title companies acceptable to Lender insuring the lien under any mortgage or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all deed of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced trust granted by the Pledgee in order Borrower or any Guarantor to preserve Lender. The Borrower agrees to pay the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities cost of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereundertitle policies, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid such endorsements as may be reasonably requested by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations▇▇▇▇▇▇. SOUTH DAKOTA SOYBEAN PROCESSORS, liabilitiesLLC Volga, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this South Dakota Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.No. 18462590SLA-G
Appears in 1 contract
Sources: Credit Agreement (South Dakota Soybean Processors LLC)
Security. This Agreement is made by each Pledgor for The amounts due under the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, Note including principal, premium, interest, fees penalties and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) expenses if any and all sums advanced by renewals, modifications and extensions thereof (collectively, the Pledgee "Obligations"), are and shall continue to be secured as follows: Buyer hereby grants, assigns and pledges to Sellers a purchase money security interest in order all Assets, together with proceeds thereof (the "Collateral"). As of the Closing Date, Buyer will have all necessary right, power and authority to preserve the Collateral (as hereinafter defined) or preserve its grant to Sellers a valid and enforceable purchase money security interest in the Collateral;
(iv) . Except as provided in the event penultimate sentence of this Section 1.4, without the prior written consent of Sellers, which consent shall not unreasonably be withheld, Buyer will not, and will not permit any subsidiary to, create or incur, or suffer to be incurred or to exist any mortgage, pledge, security interest, encumbrance, lien or charge of any proceeding for kind ("Lien") on the collection or enforcement of any indebtednessCollateral. Until the Note is paid in full, obligations or liabilities of such Pledgor referred to in clauses (i) upon 10 days prior written notice, Buyer shall grant to the Sellers access to all pertinent and relevant corporate records, financial statements, agreements and contracts and any additional information as Sellers may reasonably request concerning the Buyer in order to enable Sellers to determine the Buyers financial capacity to repay the Note and (ii) abovewithout the prior written consent of Sellers, after an Event which consent shall not unreasonably be withheld, Buyer will not merge or consolidate with any other person or sell, exchange, lease, negotiate, pledge, assign or otherwise dispose of Default the Collateral outside of the ordinary course of business. In the event that Buyer fails to meet a payment on the Note, Sellers shall have occurred all the rights and remedies of a secured party under the Uniform Commercial Code and shall be continuingentitled to immediately exercise all remedies possessed by Sellers hereunder. Notwithstanding any other provision of this Section 1.4, the reasonable expenses security interest in the Collateral granted by Buyer to Sellers shall be subordinate to any Lien on the Collateral granted by Buyer to a commercial or institutional lender in connection with loans made by any such lender to Buyer. Upon the request of retakingBuyer, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on Sellers shall take such action as may be required to confirm its subordinate Lien as to the Collateral, including the filing of releases, amended financing statements or of any exercise by the Pledgee of its rights hereunder, together other documents reasonably required in connection with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementcommercial subordination.
Appears in 1 contract
Security. This Agreement is made by each Pledgor (a) As collateral security for the benefit prompt and complete payment and performance in full of Buyer’s obligations under this Agreement, including without limitation, payment by Buyer to Seller of the Secured Creditors Delayed Purchase Price, Buyer hereby pledges, assigns and grants to secure:Seller a security interest in all of its right, title and interest in, to and under all Purchased Assets, and all proceeds of, accessions to, substitutions for and replacements, insurance proceeds and products of the foregoing, together with all books and records and other computer materials and records related thereto at any time evidencing or relating to any of the foregoing (collectively, the “Collateral”); provided, that Collateral shall not include any Excluded Assets.
(b) Buyer hereby authorizes Seller to file all Uniform Commercial Code financing statements and any other documents, registrations or notices as may be necessary or deemed required by Seller in order to maintain a perfected first priority security interest in and to the Collateral. Any financing statement filed by Seller may be filed in any filing office in any jurisdiction and may (i) indicate the full Collateral and prompt payment when due contain any other description which reasonably approximates the description contained in this Agreement and (whether ii) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment. Buyer shall warrant and defend the right and title herein granted unto Seller in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all persons whomsoever. Buyer agrees that, from time to time, it will execute any and all further documents, financing statements, agreements, and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which are required under any applicable law, or which Seller may reasonably request, to effectuate the transactions contemplated by this Section 1.08 or to grant, preserve, protect, or perfect the lien and security interest granted to Seller in the Collateral or the validity or priority of any such lien, all at the stated maturityexpense of Buyer.
(c) Notwithstanding any provisions set forth herein to the contrary, (i) Buyer shall remain liable under the contracts and agreements which constitute Collateral, and will perform all of its duties and obligations under such contracts and agreements to the same extent as if the security interest and lien granted to Seller under this Section 1.08 had not been granted, (ii) the exercise by acceleration Seller of any of its rights under this Section 1.08 shall not release Buyer from any of its duties or otherwiseobligations under any such contracts or agreements, and (iii) of all obligations, liabilities and indebtedness Seller shall have no obligation or liability under any contracts or agreements (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after any obligation or liability with respect to the commencement payment of any caseamounts at any time due and owing in respect of such contracts or agreements) which constitute Collateral by reason of this Section 1.08, proceeding nor shall Seller be obligated to perform any of the obligations or other action relating duties of Buyer thereunder, or to make any inquiry as to the bankruptcy, insolvency, reorganization nature or similar proceeding sufficiency of any Pledgor at the rate provided for in the respective documentationpayment received by Buyer thereunder, whether or not a to take any action to collect or enforce any claim for post-petition interest is allowed in any such proceeding)payment assigned hereunder.
(d) Upon the occurrence and during the continuance of such Pledgor to the Lender Creditors (providedan Event of Default, Seller may exercise in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (includingCollateral, in the case of each Pledgor that is a Subsidiary Guarantoraddition to other rights and remedies provided for herein or otherwise available to it, all such obligations, liabilities the rights and indebtedness remedies of such Pledgor a secured party on default under the Subsidiaries Guaranty) Uniform Commercial Code as in effect in any applicable jurisdiction or otherwise under any applicable Law and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause also may (i)) take possession of any Collateral without demand and without legal process, except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) require Buyer to, and Buyer hereby agrees that it will, at its expense and upon request of Seller forthwith, assemble all or part of the full Collateral as directed by Seller and prompt payment when due (whether make it available to Seller at the stated maturity, a place to be designated by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor Seller that is a Subsidiary Guarantorreasonably convenient to both parties, all such obligations(iii) subject to applicable Law or agreements with landlords, liabilities bailees or warehousemen enter onto the property where any Collateral is located and indebtedness of such Pledgor under the Subsidiaries Guaranty)take possession thereof without demand and without legal process, any Interest Rate Protection Agreement and (iv) lease, license, sell or Other Hedging Agreement entered into in respect otherwise dispose of the BorrowerCollateral or any part thereof in one or more parcels at public or private sale, at any of Seller’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Seller may deem commercially reasonable.
(e) Upon the satisfaction of Buyer’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all payment of the termsDeferred Purchase Price in accordance with Section 1.05, conditions Seller shall file all Uniform Commercial Code financing statements and agreements contained therein (all such obligationsany other documents, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced registrations or notices as may be necessary or deemed required by the Pledgee Buyer in order to preserve the Collateral (as hereinafter defined) or preserve its terminate Seller’s first priority security interest in and to the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Security. This Agreement )1( As security for repayment of the Loan and all other amounts owed pursuant to the Loan Documents )in each case in form and substance satisfactory to the Lender(;
)a( When maintenance of Bank Account is made by each Pledgor applicable, the Borrower shall )i( maintain the Bank Account for the benefit Tenor, and )ii( to maintain sufficient fund to meet the requirement for payments of all Monthly Installment Amounts on the respective Monthly Installment Dates;
)b( If the Borrower maintains the Bank Account, the Borrower shall keep with the Lender at all times an undated, signed cheque in favor of Emirates NBD )PJSC( to cover 100% of the Secured Creditors Total Loan and estimated interest hereunder; and
)c( For the purpose of clause D)4( above, the Borrower shall provide the Lender such post- dated cheque required for repayment of the Loan prior to secure:the disbursement of the Loan amount;
(i) )d( The Borrower shall execute in favor of the full Lender a demand promissory note for the entire Loan Amount and prompt payment when due (whether at interest.
)2( No one item of security now existing or hereinafter taken to secure any part of the stated maturityLoan or the performance of any obligation or liability of the Borrower to the Lender whatsoever shall in any manner affect or impair the security the Borrower is required to provide under the Loan Documents or any other remedies or claims available to the Lender under applicable agreement, by acceleration laws, regulations or otherwise) . Therefore, in the event that the proceeds of one item of security fail to satisfy any or all obligationsof the obligations of the Borrower to the Lender or the Lender is waiting receipt of payment of the proceeds of another item of security, liabilities remedies or claims as are available to it, and indebtedness (the Borrower will continue to be liable for its obligations to the Lender under the Loan Documents, including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after its obligation to repay the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness amounts outstanding under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Security. This Agreement is made by each Pledgor for Each Borrower agrees that at all times before the benefit termination of this Agreement, payment in full of the Secured Creditors Obligations (other than customary indemnification obligations which survive termination of this Agreement and which are not yet due and payable), the termination and return of all Letters of Credit (other than Letters of Credit that have either been cash collateralized in accordance with Section 2.2 or as to secure:
which arrangements satisfactory to the Issuing Lender in its sole discretion have been made) and termination in full of the Commitments, the Administrative Agent shall have an Acceptable Security Interest in the Collateral (other than Collateral the perfection of which is not required as per the express terms of the applicable Security Document). The Borrower shall, and shall cause each of its Restricted Subsidiaries to, promptly grant to the Administrative Agent a Lien in any Property of such Credit Party or such Restricted Subsidiary now owned or hereafter acquired (other than (i) owned or leased Real Property which is not Material Real Property, (ii) any Excluded Account, (iii) the full aircraft acquired in connection with the Rough Rider Acquisition and, (iv) any property which is or would be excluded from the description of Collateral in the Security Agreement), and prompt payment when due shall promptly take such actions as may be required under the Security Documents to ensure that the Administrative Agent has an Acceptable Security Interest in such Property (whether at other than Collateral the stated maturityperfection of which is not required as per the express terms of the applicable Security Document). Notwithstanding the foregoing, by acceleration or otherwise) of all obligationsthe Borrower shall, liabilities and indebtedness (includingshall cause each Restricted Subsidiary to take such actions, without limitation, principal, premium, interest, fees including execution and indemnities (including, without limitation, all interest that accrues after the commencement delivery of any caseSecurity Documents necessary to create, proceeding or other action relating to perfect and maintain an Acceptable Security Interest in favor of the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for Administrative Agent in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)following Properties, whether now existing owned or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses acquired: (i) all Equity Interests issued by any Domestic Subsidiary (other than any Domestic Subsidiary of a Foreign Subsidiary) and held by a Restricted Subsidiary or the Borrower; and (ii) above100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Restricted Subsidiary but, after an Event in any event, no more than 65% of Default shall have occurred and be continuingthe outstanding Voting Securities issued by any First Tier Foreign Subsidiary. Notwithstanding the generality of the foregoing, the reasonable expenses of retakingBorrower shall, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee and shall cause each of its rights hereunderRestricted Subsidiaries to; (a) appoint certain employees of the Borrower and its Restricted Subsidiaries to serve as the custodians under a Custodial Agreement, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as pursuant to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums employees shall act as agents for and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit on behalf of the types described aboveAdministrative Agent as the secured party in connection with Collateral comprising of certificates of title, whether outstanding on (b) within 60 days (or such longer period as may be agreed by the date of this Agreement or extended from time to time Administrative Agent) after the date of purchase for all Certificated Equipment purchased by a Credit Party on or after the Effective Date (other than such equipment that is encumbered by a purchase money Lien or subject to a capital leases permitted under Section 6.1(e)), cause the certificates of title covering such Certificated Equipment to note the Administrative Agent as the holder of the first Lien thereon, (c) cause the certificates of title that name the Administrative Agent as the holder of the first Lien thereon to continue to so name the Administrative Agent (unless the applicable Certificated Equipment is sold or otherwise disposed of as permitted under this Agreement in accordance with Agreement), and (d) at the Credit Agreementrequest of the Administrative Agent, which request may be made at the sole discretion of the Administrative Agent, cause the certificates of title covering all other Certificated Equipment (other than such equipment that is encumbered by a purchase money Lien or subject to a capital leases permitted under Section 6.1(e)) to note the Administrative Agent as the holder of the first Lien thereon.
Appears in 1 contract
Security. This The New Promissory Note as well as the financial obligations under the Initial Loans and Airplane Leases shall all be secured pursuant to the terms of a Security Agreement is made by each Pledgor for And Encumbrance Against Air Carrier Aircraft Engines, Propellers, Appliances And Spare Parts in the benefit form and content as attached hereto as Exhibit "D" ("Security Agreement"). The New Promissory Note as well as all obligations under the Initial Loans and Airplane Leases shall also be secured pursuant to the terms of that certain Pledge And Assignment Agreement in the form and content as attached hereto as Exhibit "E" ("Pledge Agreement"). The Security Agreement and Pledge Agreement shall grant to Secured Creditors Party a first lien perfected security interest (subject to secure:
(iany prior liens in favor of Secured Party) in the full and prompt payment when due (whether at the stated maturityfollowing property: All accounts receivable of Debtor, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any casekind or nature, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred underarising, whether arising out ofof or pertaining in any manner to the business operations of Debtor, and all proceeds, renewals, replacements, additions or substitutions thereof, including but not limited to all of Debtor's right, title and interest in and to the entire net settlement amounts of passenger revenue, air freight, nontransportation, IATA, UATP, and other receipts, and payments and revenues, which are or shall be received for the account of and are or shall become payable to Debtor by Airlines Clearing House, Inc. including but not limited to all amounts payable by Chase Manhattan Bank, N.A. as agent for Airlines Clearing House, Inc. ("Clearing House Funds"). Any funds received by Debtor from the Brazilian government every six months shalt be excluded from the foregoing. All of Debtor's air carrier aircraft engines, propellers, appliances, spare parts, avionics, accessories, instruments, rotables, equipment (including ground support equipment), subassemblies, tools, kits, consumables, components and related items for installation in or use in connection with, with Debtor's Beechcraft Model 1900 type airplanes now owned or hereinafter acquired by Debtor (collectively hereinafter collectively "Spare Parts"). All of the Credit Agreement foregoing is collectively referred to as the "Collateral." Debtor hereby covenants and the other Credit Documents warrants that it holds legal title to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the termsCollateral free and clear of any security interests, conditions liens or encumbrances of any nature whatsoever (except prior liens and agreements contained encumbrances in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (ifavor of Secured Party), except and that Debtor has full authority to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve encumber the Collateral (as hereinafter defined) or preserve its and grant the aforesaid security interest in favor of Secured Party. Secured Party acknowledges that certain off-sets occur automatically to the Collateral;
Clearing House Funds for payments of transportation and non-transportation charges. Debtor agrees to cause no portion of said Clearing House Funds to be offset or used in any manner for non-transportation charges, including current or future rental obligations owing to United Airlines, except for those items as specifically set forth on Exhibit "F" attached hereto (iv) "Allowed Offsets To Clearing House Funds"). This Agreement, the New Promissory Note, Pledge Agreement, Security Agreement and other documents referenced in the event of any proceeding for the collection or enforcement of any indebtednesssaid documents, obligations or liabilities of such Pledgor are herein referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, collectively as the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement"Governing Documents".
Appears in 1 contract
Security. This Agreement is made (a) Simultaneously with the later of execution of this -------- Sublease or its approval by each Pledgor Landlord, Sublessee shall deposit with Sublessor the sum of FIFTY EIGHT THOUSAND FIFTY EIGHT DOLLARS SIXTY SEVEN CENTS ($58,058.67) ("Security Deposit") as security for the benefit faithful performance and observance by Sublessee of all of the Secured Creditors terms, covenants and conditions of this Sublease on Sublessee's part to secure:
(i) be performed and observed. Sublessor may use, apply or retain the full whole or any part of the Security Deposit or letter of credit to the extent required for the payment of any Rent and prompt payment when due (whether at any other sums as to which Sublessee may be in default hereunder beyond the stated maturityexpiration of applicable grace and notice periods and for any sum which Sublessor may expend or may be required to expend by reason of Sublessee's default beyond the expiration of applicable grace and notice periods in respect of any of the terms, by acceleration or otherwise) covenants and conditions of all obligationsthis Sublease, liabilities and indebtedness (including, without limitationlimiting the generality of the foregoing, principalany and all damages and deficiencies in the reletting of the Premises, premium, interest, fees and indemnities (including, without limitation, all interest that accrues whether such damages or deficiencies shall accrue before or after the commencement of any case, proceeding summary proceedings or other action relating to re-entry by Sublessor. In the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities event that Sublessee shall fully and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor faithfully comply with all of the terms, provisions, covenants and conditions and agreements contained in of this Sublease, the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors underSecurity Deposit, or so much thereof as shall not have been applied by Sublessor as aforesaid, together with respect accrued interest thereof, shall be returned to (including, in Sublessee promptly following the case Expiration Date or date of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities earlier termination and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect delivery of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all entire possession of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order Premises to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in Sublessor. In the event of any proceeding for an assignment by Sublessor of its interest under the collection or enforcement of any indebtednessMaster Lease, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default Sublessor shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 transfer the Security Deposit to the assignee and Sublessor shall thereupon be released by Sublessee from all liability for the return of this Agreement; all such obligationsSecurity Deposit. In such event, liabilities, sums and expenses set forth in clauses (i) through (v) Sublessee shall look solely to its new landlord for the return of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” said Security Deposit. The foregoing provisions shall include extensions of credit apply to every transfer or assignment made of the types described aboveSecurity Deposit to anew landlord. Sublessee further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Sublessor nor its successors and assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) The Security Deposit shall be placed by Sublessor in an interest bearing account. Interest that accrues thereon shall belong to Sublessee. Provided Sublessee is not in default hereunder and Sublessee supplies Landlord with its Tax I.D. Number, interest shall be paid to Sublessee once annually. The obligation to pay any taxes, whether outstanding income or otherwise, related to or affecting any interest earned on the date Security Deposit shall be the sole responsibility of this Agreement or extended from time Sublessee and Sublessee hereby agrees to time after the date of this Agreement in accordance with the Credit Agreement.pay same. Sublessee represents that its Tax I.
Appears in 1 contract
Sources: Sublease (Innovo Group Inc)
Security. This Agreement is made by each Pledgor The security for the benefit repayment of the Secured Creditors Loan shall consist of equity interests of NumereX's direct and indirect foreign subsidiaries pledged under stock pledge or similar agreements heretofore, contemporaneously or hereafter executed and delivered to secure:
the Bank (i) the full "SECURITY DOCUMENTS"), which shall secure repayment of the Loan, the Note and prompt payment when due (whether at the stated maturityall other loans, by acceleration or otherwise) of all advances, debts, liabilities, obligations, liabilities covenants and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after duties owing by the commencement Borrowers to the Bank of any casekind or nature, proceeding present or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationfuture, whether or not a claim for post-petition interest is allowed in evidenced by any such proceeding)) of such Pledgor to the Lender Creditors (providednote, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)guaranty or other instrument, whether now existing arising under any agreement, instrument or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationdocument, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a claim for post-petition interest is allowed letter of credit, loan or guarantee or in any such proceedingother manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automatic clearing houses or otherwise) owing or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by such Pledgor to the Other Creditors under, assignment or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guarantyparticipation), any Interest Rate Protection Agreement absolute or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect contingent, joint or several, due or to the outstanding Loans from time to timebecome due, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence existing or hereafter arising, and the due performance any amendments, extensions, renewals or increases and compliance by such Pledgor with all costs and expenses of the termsBank incurred in the documentation, conditions negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys' fees and agreements contained therein expenses (hereinafter referred to collectively as the "OBLIGATIONS"). Unless expressly provided to the contrary in documentation for any other loan or loans, it is the express intent of the Bank and the Borrowers that all Obligations including those included in the Loan be cross-collateralized and cross-defaulted, such obligationsthat collateral securing any of the Obligations shall secure repayment of all Obligations and a default under any Obligation shall be a default under all Obligations. This Agreement, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any Note, the Security Documents and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor other related documents are collectively referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, as the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement"LOAN DOCUMENTS".
Appears in 1 contract
Sources: Loan Agreement (Numerex Corp /Pa/)
Security. This Agreement is made by each Pledgor The security for the benefit repayment of the Secured Creditors Loan shall include but not be limited to secure:
the collateral, guaranties and other documents heretofore, contemporaneously or hereafter executed and delivered to PNC (i) the full "SECURITY DOCUMENTS"), which shall secure repayment of the Loan, the Notes and prompt payment when due (whether at the stated maturityall other loans, by acceleration or otherwise) of all advances, debts, liabilities, obligations, liabilities covenants and indebtedness (including, without limitation, principal, premium, interest, fees duties owing by the Borrower to the Revolving Credit Lender and indemnities (including, without limitation, all interest that accrues after the commencement Banks of any casekind or nature, proceeding present or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationfuture, whether or not a claim for post-petition interest is allowed in evidenced by any such proceeding)) of such Pledgor to the Lender Creditors (providednote, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)guaranty or other instrument, whether now existing arising under any agreement, instrument or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationdocument, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a claim for post-petition interest is allowed letter of credit, loan or guarantee or in any such proceedingother manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automatic clearing houses or otherwise) owing or out of the non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by such Pledgor to the Other Creditors under, assignment or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guarantyparticipation), any Interest Rate Protection Agreement absolute or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect contingent, joint or several, due or to the outstanding Loans from time to timebecome due, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of PNC incurred in the due performance and compliance by such Pledgor documentation, negotiation, modification, enforcement, collection or otherwise in connection with all any of the termsforegoing, conditions including but not limited to reasonable attorneys' fees and agreements contained therein expenses but subject to the provisions of Section 10 (all such obligations, liabilities and indebtedness described in this clause a)(i) (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to collectively as the "OBLIGATIONS"). This Agreement (including the Addendum and any Riders thereto), the Notes, the Warrant Agreement, the Security Documents and the Guaranty and the Suretyship Agreement in clauses substantially the form attached as Exhibit D (ithe "SUBSIDIARY GUARANTY") and Subsidiary Security --------- Documents (iiif applicable) above, after an Event of Default shall have occurred and be continuing, are collectively referred to as the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement"LOAN DOCUMENTS".
Appears in 1 contract
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees fees, commitments commission and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of LoansLoans and/or Commitments), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries GuarantyGuaranty to which such Guarantor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)Documents;
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), Guaranty to which such Guarantor is a party) any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to timeAgreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)therein;
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable out-of-pocket attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance connection with the Credit Agreement.
Appears in 1 contract
Security. This Agreement 18. It is made further covenanted and agreed by each Pledgor Lessee that nothing herein contained and no security or guarantee which may now or hereafter be furnished Lessor for the benefit payment of the Secured Creditors rent herein reserved or for the performance by Lessee of the other terms or covenants of this lease, shall in any way be a bar or defence to secure:
(i) any action in unlawful detainer, or for the full and prompt payment when due (whether recovery of these premises, or in any action which Lessor may at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement any time commence for breach of any casepart of the terms or covenants of this lease. LESSOR AND LESSEE DEFINED HEIRS, proceeding ETC, INCLUDED
19. The word "Lessor" and the word "Lessee" as used herein include the plural as well as the singular. The neuter gender when used here shall include the masculine and feminine.
20. This lease shall include and inure to and bind the heirs, executors, administrators, successors and assigns of respective parties hereto, but nothing in this paragraph contained shall be construed to modify or other action impair in any manner any of the provisions and restrictions of this lease relating to the bankruptcy, insolvency, reorganization assignment of this lease or similar proceeding of any Pledgor at the rate provided for in the respective documentationinterest therein, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect subletting or underletting of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect leased premises of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor any part thereof.
21. Lessee agrees that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with this instrument contains all of the termsprovisions of the agreement between the parties hereto, conditions and agreements that no promise or agreement not contained in herein shall be binding on Lessor
22. Time is the Credit Agreement essence of this agreement
23. Lessee accepts the leased premises subject to all zoning laws, ordinances, and in such other Credit Documents (all such obligationsregulations applicable to and regulating the use of the premises, liabilities and indebtedness under this clause (i), except acknowledges that Lessor has made no representations or warranties as to the extent consisting suitability of obligations, liabilities or indebtedness with respect the premises for any particular use.
24. Additional Provisions (Insert here and refer to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called paragraph 24) Refer to paragraph 24 Details Attached These parties have executed this lease the “Credit Document Obligations”);
(ii) the full day and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues year first above written This lease in section 8 provides for automatic renewal from month-to-month if Lessee remains in possession after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect expiration of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 term of this Agreement; all such obligationslease /s/ MICH▇▇▇ ▇. ▇▇▇▇▇▇ /S/ NETSTAFF, liabilitiesINC. PATR▇▇▇ ▇▇▇▇▇ ............................ ....................................... Lessor 5/19/97 Lessee 5/19/97 Mich▇▇▇ ▇. ▇▇▇▇▇▇ NetStaff, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.Inc. Patr▇▇▇ ▇. ▇▇▇▇▇
Appears in 1 contract
Sources: Commercial Lease (Netstaff Inc/In)
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Security. This Agreement is made (a) In order to secure the due payment and performance by each Pledgor for the benefit Borrower of the Secured Creditors to secureObligations, simultaneously with the execution and delivery of this Agreement, the Borrower shall:
(i) Grant to the full Bank a Lien on all of the Borrower's personal properties and prompt payment when due (assets, whether at the stated maturitynow owned or hereafter acquired, tangible and intangible, by acceleration the execution and delivery to the Bank of a Security Agreement in form and substance satisfactory to the Bank (the "BORROWER SECURITY AGREEMENT");
(ii) Grant to the Bank a first Lien on, and pledge with the Bank, all of the issued and outstanding shares of the capital stock of each of its Subsidiaries now existing or otherwisehereafter organized, by the execution and delivery to the Bank of a Pledge Agreement in form and substance satisfactory to the Bank (the "BORROWER PLEDGE AGREEMENT"); and
(iii) Execute and deliver or cause to be executed and delivered such other agreements, instruments and documents as the Bank may reasonably require in order to effect the purposes of the Borrower Security Agreement, the Borrower Pledge Agreement, this Section 2.16 and this Agreement;
(b) In order to secure the due payment and performance by each Guarantor of all obligationsof the Indebtedness, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement obligations of any case, proceeding or other action relating each Guarantor to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)Bank, whether now existing or hereafter incurred underarising, arising out ofwhether or not currently contemplated, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor those arising under the Subsidiaries Guaranty)Guaranties, any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect simultaneously with the execution and delivery of this Agreement, each of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);Guarantors shall:
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) Grant to the Bank a Lien on all of its personal properties and assets, whether now owned or hereafter acquired, tangible and intangible, by the execution and delivery to the Bank of a Security Agreement in form and substance satisfactory to the Bank (ii) aboveindividually, after an Event of Default shall have occurred a "GUARANTOR SECURITY AGREEMENT" and be continuingcollectively, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs"GUARANTOR SECURITY AGREEMENTS"); and
(vii) all amounts paid by any Secured Creditor Execute and deliver, or cause to be executed and delivered, such other agreements, instruments and documents as the Bank may reasonably require in order to which such Secured Creditor has effect the right to reimbursement under purposes of the Guaranties, the Guarantor Security Agreements, this Section 11 of 2.16 and this Agreement; all such obligations.
(c) All of the agreements, liabilities, sums instruments and expenses set forth documents provided for or referred to in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above2.16, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance together with the Credit AgreementLock Box Agreements are hereinafter sometimes referred to collectively as the "SECURITY DOCUMENTS".
Appears in 1 contract
Sources: Loan Agreement (Care Group Inc)
Security. This Agreement is made For the purpose of securing the prompt and complete payment and performance by each Pledgor for the benefit Borrower of all of the Secured Creditors Obligations, Borrower does unconditionally and irrevocably hereby grant to secure:Lender a first priority security interest in, and a Lien upon the following assets of Borrower, whether now owned or hereafter acquired (such assets being herein referred to as the "COLLATERAL"):
(a) all other accounts, contract rights, general intangibles, documents, instruments, chattel paper and proceeds of Borrower related solely to the Pledged Intervals and not other Timeshare Interests or Timeshare Units;
(b) all Books and Records;
(c) all of Borrower's right, title and interest of whatever character (whether as owner, vendor, mortgagee, chattel lessee, Declarant, Timeshare Unit owner, Timeshare Interest owner or otherwise, whether vested or contingent and whether now owned or hereafter acquired) in and to the Pledged Intervals;
(d) all of Borrower's right, title and interest of whatever character (whether as owner, chattel lessee, Declarant, Timeshare Unit owner, Timeshare Interest owner, or otherwise, whether vested or contingent and whether now owned or hereafter acquired) in and to any and all judgments, settlements, claims, awards, insurance proceeds and other proceeds and compensation, and any interest thereon (collectively, "COMPENSATION"), now or hereafter made or payable in connection with (i) any casualty or other damage to all or any part of any Pledged Interval, (ii) any condemnation proceedings affecting any Pledged Interval or any rights thereto LOAN AND SECURITY AGREEMENT or any interest therein, (iii) any damage to or taking of any Pledged Interval or any rights thereto or any interest therein arising from or otherwise relating to any exercise of the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) power of all obligations, liabilities and indebtedness eminent domain (including, without limitation, principalany and all Compensation for change of grade of streets or any other injury to or decrease in the value of any Pledged Interval), premiumor any conveyance in lieu of or under threat of any such taking, interest(iv) any and all proceeds of any sale, fees assignment or other disposition of any Pledged Interval or any rights thereto or any interest therein, (v) any and indemnities all proceeds of any other conversion (whether voluntary or involuntary) of any Pledged Interval or any rights thereto or any interest therein or to cash or any liquidated claim, and (vi) any and all refunds and rebates of or with respect to any Insurance Premium, any Imposition or any other charge for utilities relating to any Pledged Interval (including, without limitation, any and all refunds and rebates of or with respect to any deposit or prepayment relating to any such Insurance Premium, Imposition or charge), and any and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)thereon, whether now existing or hereafter incurred under, arising out of, payable or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)accruing;
(iie) all other "Mortgaged Property," as such term is defined in each Mortgage and all options that Borrower may obtain; and
(f) all proceeds arising from the full rent or sale of unsold Pledged Intervals; whether such Collateral shall be presently in existence or whether it shall be acquired or created by Borrower at any time hereafter, wherever located, together with the products and prompt payment when due (whether at the stated maturityproceeds thereof, by acceleration or otherwise) of all obligationsand any replacements, liabilities additions and/or accessions thereto and indebtedness substitutions thereof and after-acquired property. Borrower consents and agrees that Lender shall be under no obligation to marshal any assets (including, without limitation, all interest that accrues after the commencement any pledged membership interests or any life insurance proceeds) in favor of Borrower, or against or in payment of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Security. This Agreement is made (a) In order to secure the due payment and performance by each Pledgor for the benefit Company of the Secured Creditors to secureObligations, simultaneously with the execution and delivery of this Agreement:
(i) The Company shall:
(A) Grant to the full Creditor a Lien on all of the Company's personal properties and prompt payment when due assets (excluding Restricted Assets), whether at the stated maturitynow owned or hereafter acquired, tangible and intangible, by acceleration the execution and delivery to the Creditor of a Security Agreement in the form of Exhibit K hereto (the "COMPANY SECURITY AGREEMENT"), a Security Deposit Agreement in the form of Exhibit L hereto (the "COMPANY SECURITY DEPOSIT AGREEMENT") and endorsed the Conditional Sale Notes in favor of the Creditor;
(B) Grant to the Creditor a Lien on and pledge with the Creditor, all of the issued and outstanding quotas or otherwise) shares, as the case may be, of all obligations, liabilities and indebtedness its Subsidiaries (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement AirLink and the other Credit Documents Foreign Affiliates) owned by it, by the execution and delivery to which such Pledgor is the Creditor of a party (including, Quota Pledge Agreement in the case form of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under Exhibit N-1 hereto (the Subsidiaries Guaranty"COMPANY QUOTA PLEDGE AGREEMENT") and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained a Voting Agreement 38 in the Credit form of Exhibit X-1(a) hereto (the COMPANY QUOTA VOTING AGREEMENT") and a Share Pledge Agreement in the form of Exhibit N-2(a) and Exhibit N-2(b) hereto (the "COMPANY SHARE PLEDGE AGREEMENTS") and a Voting Agreement in such other Credit Documents the form of Exhibit X-1(b) hereto (all such obligations, liabilities the "COMPANY SHARE VOTING AGREEMENT") and indebtedness under this clause a Company Promise to Pledge Quotas in the form of Exhibit N-3 hereto (i), except to the extent consisting "COMPANY PROMISE TO PLEDGE QUOTAS") and power of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full attorney related thereto and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) execution and delivery of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating related documents necessary to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costsgive effect thereto; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Equipment Financing Agreement (Nextel International Inc)
Security. This Agreement is made by each Pledgor A. Upon the execution of this Sublease, but subject to the provisions of Subparagraph 27C below, Subtenant shall deposit with Sublandlord the sum of US$211,800.00 (the “Security Deposit Amount”), as security for the benefit faithful performance and observance by Subtenant of all of the Secured Creditors covenants, agreements, terms, provisions and conditions of this Sublease. Subtenant agrees that, if Subtenant shall default, beyond the expiration of the applicable cure period (if any), with respect to secure:
any of the covenants, agreements, terms, provisions and conditions that shall be the obligation of Subtenant to observe, perform or keep under the terms of this Sublease, including the payment of the Fixed Rent and Additional Charges, Sublandlord may use, apply or retain the whole or any part of the security being held by Sublandlord (ithe “Security”) to the full and prompt extent required for the payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any caseFixed Rent and Additional Charges, proceeding or any other payments as to which Subtenant shall be in default or for any monies which Sublandlord may expend or may be required to expend by reason of Subtenant’s default beyond the expiration of the applicable cure period (if any), with respect to any of the covenants, agreements, terms, provisions and conditions of this Sublease, including any damages or deficiency in the reletting of the Sublease Premises, whether such damages or deficiency accrued before or after summary proceedings or other action relating re-entry by Sublandlord. Sublandlord shall not be required to so use, apply or retain the whole or any part of the Security so deposited, but if the whole or any part thereof shall be so used, applied or retained, then Subtenant shall, upon demand, immediately deposit with Sublandlord an amount in cash equal to the bankruptcyamount so used, insolvencyapplied or retained, reorganization or similar proceeding of any Pledgor so that Sublandlord shall have the entire Security on hand at all times during the rate provided for in Term. In the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities event that Subtenant shall fully and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor faithfully comply with all of the terms, provisions, covenants, agreements and conditions of this Sublease, the Security shall be returned to Subtenant within 60 days after the Expiration Date and agreements delivery of exclusive possession of the Sublease Premises to Sublandlord. In the event of any making or assignment of any ground or underlying lease, or upon an assignment of Sublandlord’s interest in this Sublease: (i) Sublandlord shall have the right to transfer the Security to the assignee or lessee or transferee, (ii) upon acknowledgment by such assignee or lessee or transferee of receipt of the Security, Sublandlord shall thereupon be released by Subtenant from all liability for the return of such Security, and (iii) Subtenant agrees to look solely to Sublandlord’s successor for the return of said Security; it being agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new Sublandlord. Subtenant further covenants that Subtenant will not assign or encumber or attempt to assign or encumber the monies deposited herein as Security, and that neither Sublandlord nor Sublandlord’s successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
B. Subject to the provisions of Subparagraph 27C below, Sublandlord agrees to place the Security in an interest-bearing account, and, unless disbursed or applied by Sublandlord as provided in Subparagraph 27A above, the interest earned thereon (less an amount equal to one percent of the Security, which may be retained by Sublandlord each year as compensation for management and administration of said account) shall, in Sublandlord’s discretion: (i) be added to the Security Deposit Amount as additional security, and shall be held and/or disbursed in accordance with the provisions of said Subparagraph 27A, or (ii) be disbursed annually to Subtenant within 60 days following Sublandlord’s receipt of a written request therefor from Subtenant, but only if Subtenant shall not be in default, beyond the expiration of the applicable cure period (if any), with respect to any of Subtenant’s obligations under this Sublease.
(i) Notwithstanding anything to the contrary contained in Subparagraph 27A above, simultaneously with the execution of this Sublease by Subtenant, Subtenant shall deliver to Sublandlord, in lieu of the cash security deposit delivered pursuant to Subparagraph 27A above, a clean, irrevocable, transferable and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon a commercial bank (hereinafter referred to as the “Issuing Bank”) which shall be a member bank of the New York Clearinghouse Association (or, in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and shall have a net worth of not less than $1,000,000,000, with appropriate evidence thereof to be submitted by Subtenant), which Letter of Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause shall: (i)) have a term of not less than one year, (ii) be in the form annexed hereto as Exhibit C, (iii) be for the benefit of Sublandlord, (iv) be in the amount of the Security Deposit Amount, (v) except as otherwise provided in this Subparagraph 27C, conform and be subject to the International Standby Practices (ISP 1998, Publication 590) (or any revision thereof or successor thereto) and (to the extent consisting not inconsistent therewith) the laws of obligationsthe State of New York, liabilities including the Uniform Commercial Code, (vi) be fully transferable by Sublandlord without any fees or indebtedness with respect charges therefor (or, if the Letter of Credit shall provide for the payment of any transfer fees or charges, the same shall be paid by Subtenant as and when such payment shall be requested by the Issuing Bank (and the same shall constitute Additional Charges hereunder)), (vii) provide that Sublandlord shall be entitled to Interest Rate Protection Agreements or Other Hedging Agreementsdraw upon the Letter of Credit in New York City upon presentation to the Issuing Bank of a sight draft accompanied by Sublandlord’s statement that Sublandlord is then entitled to draw upon the Letter of Credit pursuant to the terms of this Sublease, being herein collectively called and (viii) provide that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one year each year thereafter during the entire Term and for a period of 60 days thereafter, unless the Issuing Bank shall send notice (the “Non-Renewal Notice”) to Sublandlord by registered mail, return receipt requested, not less than 60 days next preceding the then expiration date of the Letter of Credit Document Obligations”that the Issuing Bank elects not to renew such Letter of Credit, in which case Sublandlord shall have the right, by sight draft on the Issuing Bank, to receive the monies represented by the then-existing Letter of Credit, and to hold and/or disburse such proceeds pursuant to the terms of Subparagraph 27A above as cash security. If Sublandlord shall fail, for any reason whatsoever, to draw upon the Letter of Credit within said 60 day period, and the Letter of Credit shall expire prior to the 60th day following the Expiration Date of the Term, then Subtenant shall, upon demand, immediately furnish Sublandlord with a replacement Letter of Credit (which shall comply with all of the conditions set forth in this Subparagraph 27C);, so that Sublandlord shall have the entire Security on hand at all times during the Term and for a period of 60 days thereafter. Subtenant acknowledges and agrees that the Letter of Credit shall be delivered to Sublandlord as security for the faithful performance and observance by Subtenant of all of the covenants, agreements, terms, provisions and conditions of this Sublease, and that Sublandlord shall have the right to draw upon the Letter of Credit in any instance in which Sublandlord would have the right to use, apply or retain the whole or any part of any cash security deposited with Sublandlord pursuant to Subparagraph 27A above.
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with With respect to the outstanding Loans from time to timeLetter of Credit being required hereunder in lieu of cash security, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all upon Subtenant’s delivery of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order Letter of Credit to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses Sublandlord: (i) all references to “Security” in Subparagraph 27A above shall be deemed to refer to the Letter of Credit, or any proceeds thereof as may be drawn upon by Sublandlord, and (ii) above, after an Event the provisions of Default Subparagraph 27B above shall have occurred apply only to such Letter of Credit proceeds (if any) as may be drawn and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise held by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementSublandlord.
Appears in 1 contract
Sources: Sublease (TRANS LUX Corp)
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees fees, commitments commission and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of LoansLoans and/or Commitments), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries GuarantyGuaranty to which such Guarantor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)Documents;
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), Guaranty to which such Guarantor is a party) any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to timeAgreement, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)therein;
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable out-of-pocket attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 12 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance connection with the Credit Agreement.
Appears in 1 contract
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitationlimitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of LoansLoans and/or Commitments), whether now existing or hereafter hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligationsobligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligationsobligations, liabilities or indebtedness indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether such Interest Rate Protection Agreement Agreement or Other Hedging Agreement is now in existence or hereafter hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtednessindebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (General Maritime Corp/)
Security. This Agreement is made by each Pledgor (a) As security for the benefit payment as and when due of the Secured Creditors indebtedness of Borrowers to secure:
Lender under this Agreement, any Note, the Rate Management Obligations, and any other documents relating thereto (and any renewals, extensions and modifications thereof) and under any other agreement or instrument (as the same may be renewed, extended or modified and hereinafter collectively referred to as the “Loan Documents”), both now in existence and hereafter created relating to Borrowers’ acquisition of the equipment described on Schedule A hereto (as supplemented from time to time) or on any similar schedule attached to a Note (collectively, the “Equipment” and, individually, an “Item of Equipment”), together with any other obligation of Borrowers to Lender or its affiliates, and the performance as and when due of all obligations of Borrowers under the Loan Documents and any Rate Management Agreement (as the same may be renewed, extended or modified; and hereinafter collectively referred to as the “Obligations”; provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), Borrowers hereby grant to Lender a first priority security interest in all of Borrowers’ right, title and interest in the following (whether now existing or hereafter created and whether now owned or hereafter acquired): (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities Equipment (including, without limitation, all interest that accrues after the commencement of any caseinventory, proceeding equipment, fixtures or other action property comprising the same), and general intangibles relating to the bankruptcythereto, insolvency(ii) additions, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationattachments, accessories and accessions thereto whether or not a claim for post-petition interest is allowed in any such proceeding)) furnished by the supplier of such Pledgor to the Lender Creditors (providedEquipment, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by Rate Management Obligations, (iv) all subleases (including the Pledgee right to receive any payment thereunder and the right to make any election or determination or give any consent or waiver thereunder), chattel paper, accounts, security deposits and bills of sale relating thereto, (v) any and all substitutions, replacements or exchanges for any such Equipment or other collateral, (vi) any and all products and proceeds of any collateral hereunder (including all insurance and requisition proceeds and all other payments of any kind with respect to the Equipment and other collateral in order and against which a security interest is granted hereunder) and (vii) any other property or assets in which any such Borrower may have in the past or shall have in the future granted a security interest to preserve secure any other obligation of such Borrower to Lender or any of its affiliates (collectively, the “Collateral”).
(b) To further secure the payment and performance of all of the Obligations, the Collateral (as hereinafter defined) or preserve its shall also include, and each Borrower hereby grants to Lender a continuing security interest in and assigns to Lender all assets and property of each such Borrower, including, but not limited to, all of such Borrower’s right, title and interest in and to all accounts, accounts receivable, chattel paper, commercial tort claims, contract rights, deposit accounts, documents, instruments, investment property, equipment, fixtures, general intangibles, goods, inventory, letter of credit rights, and all other personal and real property, whether now owned or hereafter acquired, and all products and proceeds thereof.
(c) Borrowers agree that, with respect to the Collateral;
(iv) , Lender shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the event applicable jurisdiction from time to time. To the extent that any proceeds of the Loan are used to acquire equipment which is not described on Schedule A hereto or to a Note, the Lender is authorized to supplement Schedule A with a description of such equipment. Upon the acquisition of any proceeding for such equipment, without further action by Lender or any of the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses Borrowers (i) the equipment described on such supplement to Schedule A shall constitute part of the Equipment and (ii) above, after an Event of Default Schedule A shall be deemed to have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as been amended to which include such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementsupplement.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Innovative Food Holdings Inc)
Security. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full The Borrower hereby assigns, transfers, conveys, pledges, mortgages and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor grants to the Lender Creditors (provideda security interest and lien in any and all accounts, accounts receivable, chattel paper, contract rights, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, securities, deposit accounts, investment property and all other property of whatever nature and kind, wherever located, in respect of which the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether Borrower now existing or hereafter incurred underhas any right or interest and in any and all cash and non-cash proceeds (including rental proceeds, insurance proceeds, accounts and chattel paper arising out ofof or related to the sale, use, rental or in connection with, the Credit Agreement other disposition thereof) of and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the termsforegoing (collectively, conditions "Collateral") to secure the prompt payment, performance and agreements contained in the Credit fulfillment of this Agreement and in such other Credit Documents (all such obligations, liabilities present and future indebtedness under this clause (i), except and obligations of the Borrower to the extent consisting of obligationsLender. Without limiting the foregoing, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) Borrower grants the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not Lender a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in Collateral to secure the event of Obligations. The Borrower hereby authorizes the Lender to file one or more financing statements, and any proceeding for the collection other lien-related forms or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred documents relating to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after as the date Lender deems in its sole discretion appropriate, in any jurisdiction (and the Borrower shall execute any financing statement or amendment thereto). The Borrower hereby irrevocably appoints the Lender as the true and lawful attorney-in-fact of this Agreement the Borrower, coupled with an interest, with full power in accordance with the Credit AgreementBorrower's name, place and stead to execute financing statements on the Borrower's behalf and to do any and all other acts on the Borrower's behalf necessary or helpful to perfect and continue perfection of the Lender's security interest granted in the Collateral pursuant to the Uniform Commercial Code or other applicable law, including, but not limited to, completing, as needed, and correcting, any errors and omissions concerning descriptions, serial numbers or other descriptive information relating to the Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Cannabis Bioscience International Holdings, Inc.)
Security. This Agreement is made by each Pledgor (a) As security for the benefit payment of the Secured Creditors Borrowing, the Borrower obliges itself to secure:mortgage in favor of the Lenders only such machineries/equipment/chattels the value of which shall be two (2) times the outstanding amount of the Borrowing. In this regard, the Borrower hereby creates, establishes and constitutes in favor of the Lenders a chattel mortgage over such of its machineries/equipment or other chattels situated at its plant in Carmona, Cavite with a value of two (2) times the outstanding amount of the Borrowing (“Mortgaged Machineries/Equipment/Chattels”). The Mortgaged Machineries/Equipment/Chattels are more particularly described in the attached list marked as Annex “A” and made an integral part hereof. It is understood and agreed that all additions and accretions to, or replacements or substitutions of, said Mortgaged Machineries/Equipment/Chattels shall be made and subject to the lien of this chattel mortgage and shall be held for the security and payment of the outstanding amount of the Borrowing including interest, expenses or any such other obligations owing to the Lenders under this Agreement precisely the same as the Mortgaged Machineries/Equipment/Chattels marked as Annex “A”.
(ib) The Borrower states that it is the full sole and prompt payment when due (whether at beneficial owner of the stated maturityMortgaged Machineries/Equipment/Chattels and the one in possession thereof free from any lien, by acceleration encumbrance or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all other security interest that accrues after the commencement of any caseother person, proceeding except as otherwise disclosed in writing or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for as described in the respective documentationFinancial Statements as of December 31, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of2006, or in connection withthe notes thereto, or as provided under Section 6.02(d) hereof.
(c) During the term and existence of this Agreement, the Credit Agreement Borrower shall insure or cause to be insured at all times and at its own expense the other Credit Documents Mortgaged Machineries/Equipment/Chattels against loss, fire, theft, pilferage, or otherwise, for the full insurance value payable to which such Pledgor is a party (including, the Lenders as their interest in the case Mortgaged Machineries/Equipment/Chattels may appear, and it shall endorse and deliver the policy or policies of each Pledgor that is a Subsidiary Guarantorinsurance to the Lenders, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligationsdefault thereof, liabilities the Lenders may, at their option, insure the Mortgaged Machineries/Equipment/Chattels and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced so paid by the Pledgee in order to preserve Lenders for such insurance shall be repayable with interest thereon at the Collateral (same interest rate as hereinafter defined) being imposed under this Agreement and shall be considered covered by herein mortgage. It is clearly understood that the Lenders, either by themselves or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall through their duly appointed representative/s may have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 see and inspect the Mortgaged Machineries/Equipment/Chattels to find out their state or condition, upon a prior written notice of at least 24 hours submitted to the Borrower and only to be conducted during regular business hours from 9:00 am to 5:00 pm.
(d) The Borrower shall not, during the existence of the mortgage, encumber with a second mortgage the Mortgaged Machineries/Equipment/Chattels, or any part thereof, without the written consent of the Lenders. Nor shall the Borrower transfer the Mortgaged Machineries/Equipment/Chattels to another location without the prior written consent of the Lenders, which consent shall not be unreasonably withheld.
(e) The Borrower may sell or dispose of the Mortgaged Machineries/Equipment/Chattels, provided the Borrower shall have the consent of Majority Lenders (which consent shall not be unreasonably withheld) and immediately replace the Mortgaged Machineries/Equipment/Chattels with other Machineries/Equipment/Chattels such that at all times it is maintained that the value of the mortgage is two times the outstanding amount of the Borrowing. In this case, the Borrower undertakes to execute a new Chattel Mortgage document to cover the substitute collateral. It is agreed that the Borrower shall furnish all documentary stamps for the new Chattel Mortgage and pay all fees for the notarization and registration (if required by the Lenders) of the documents connected therewith.
(f) In the event the Borrower should fail to pay the Lenders the sum of money or Borrowing secured by this mortgage, or any part thereof, when due, or is in default within the meaning of this Agreement; all , the Lenders shall have the right at their election, to foreclose this mortgage in accordance with the provisions of Act No. 1508, as amended, otherwise known as the Chattel Mortgage Law, and/or any other applicable law, and the proceeds of such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit sale of the types described above, whether outstanding on the date of this Agreement or extended mortgaged machineries/equipment shall be applied in accordance with Section 2.07(b).
(g) The Borrower agrees and undertakes to execute and deliver to a Lender such other documents which said Lender may from time to time after reasonably request from the date Borrower in connection with the mortgage.
(h) Effective upon the breach of any condition of this Agreement mortgage and in accordance addition to the remedies herein stipulated, the Lenders are hereby appointed attorneys-in-fact of the Borrower with full powers and authority, to take actual possession of the Mortgaged Machineries/Equipment/Chattels, without the necessity of any judicial order or any other permission or power, to remove, sell or dispose of the Mortgaged Machineries/Equipment/Chattels or take any other legal action that may be deemed necessary, to lease any of the Mortgaged Machineries/Equipment/Chattels and collect rents therefor; to execute bills of sale, leases or agreements that may be deemed convenient; to make repairs or improvements in the Mortgaged Machineries/Equipment/Chattels and pay the same and perform any other act which the Majority Lenders may deem convenient for the proper administration of the Mortgaged Machineries/Equipment/Chattels. The payment of any expenses advanced by the Lenders in proportion to their respective Commitment or Advances, in connection with the Credit Agreementpurposes indicated is also guaranteed by this mortgage. Any amount received from the sale, disposal or administration abovementioned which may be executed by Majority Lenders by virtue of that power is hereby ratified.
Appears in 1 contract
Security. This Agreement As security for the payment of the principal, interest and other moneys from time to time owing on this Debenture, and the performance by the Company of all its obligations hereunder, but subject to Permitted Encumbrances in favor of the Company’s bankers, [SPECIFY BANK], the Company hereby charges as and by way of a fixed and specific mortgage and charge, to and in favor of the Holder of the Collateral Debenture of the Company, all furniture, machinery, equipment, vehicles and accessories, accounts receivable and inventory hereafter acquired by the Company, together with any proceeds of sale or disposition thereof. And for the same consideration and purpose, but subject to Permitted Encumbrances in favor of the [SPECIFY BANK], the Company hereby charges as and by way of a floating charge to and in favor of the Holder of the Collateral Debenture of the Company the undertaking of the Company and all its property and assets for the time being, both present and future, and of whatsoever nature and kind and wheresoever situated (other than property and assets from time to time effectively subjected to the fixed and specific mortgages and charges created hereby or by any other instrument supplemental hereto). Such floating charge shall in no way hinder or prevent the Company, at any time and form time to time until the security hereby constituted shall have become enforceable, from pledging, charging, selling, alienating, leasing or otherwise disposing of or dealing with the property, rights and assets included in such floating charge in the ordinary course of business except to the extent specifically prohibited herein. It is made hereby declared that the last day of any term of years reserved by each Pledgor any lease, verbal or written, or any agreement therefore, now held or hereafter acquired by the Company is hereby and shall be accepted out of the floating charge hereby created. As further security for payment of the moneys hereby secured, the Company agrees that it will stand possessed of the reversion of one day remaining in the Company in respect of any such term of years, of or to which it may now or hereafter be possessed or entitled upon trust, to assign and dispose of the same for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementHolder.
Appears in 1 contract
Sources: Collateral Debenture
Security. This Upon the termination of the Guarantor’s obligations under SECTION 3 or if the excess of aggregate amount paid by the Guarantor under SECTION 3 over the aggregate amount reimbursed to it pursuant to Section 10.1(l) of the Management Agreement is made equals not less than Fifty Million dollars ($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by each Pledgor HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the benefit full amount thereof if at any time there is less than thirty (30) days until the expiry date of the Secured Creditors to secure:
such Satisfactory Letter of Credit; (ib) for the full and prompt payment when due amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (whether at the stated maturityor, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues if after the commencement date hereof the system of any caseratings used by the Rating Agencies changes in a material way, proceeding their then equivalents in HPT’s reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)(c) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationamounts then due and payable hereunder, whether if the Guarantor shall fail to pay or not a claim for post-petition interest is allowed in perform any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement obligations under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement Guaranty in accordance with the Credit Agreementterms hereof. HPT shall be entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Guarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the Guarantor’s risk, in interest bearing investments reasonably acceptable to the Guarantor. Any interest on such cash collateral, and any losses in such investments, shall belong to IHG.
Appears in 1 contract
Sources: Consolidated Guaranty Agreement (Hospitality Properties Trust)
Security. This Agreement is made by each Pledgor for the benefit (a) The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and the Secured Creditors to secure:
(i) Guarantees when and as the full same shall be due and prompt payable, whether on an interest payment when due (whether date, at the stated maturity, by acceleration acceleration, repurchase, redemption or otherwise) , and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any, on the Notes and the Secured Guarantees and performance of all obligationsother obligations of the Issuers and the Guarantors (other than the Parent) to the Holders, liabilities the Trustee or the Collateral Trustee under this Indenture and indebtedness the Notes and the Secured Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents.
(b) Each of the Issuers and each Guarantor (other than the Parent) consents to, and agrees to be bound by, the terms of the Security Documents, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance therewith. Each Holder, by its acceptance of the Notes and Guarantees, consents and agrees to the terms of the Security Documents (including, without limitation, principalthe Collateral Trust Agreement and the European ABL Intercreditor Agreement and the provisions of the Security Documents providing for foreclosure and release of Collateral and authorizing the Collateral Trustee and the Trustee, premiumif applicable, interestto enter into any Security Document or additional intercreditor arrangements, fees or, in each case, amendments in accordance herewith or therewith, on its behalf) as the same may be in effect or may be amended from time to time in accordance with their terms, or may be entered after the date hereof, and indemnities authorizes and directs the Collateral Trustee to enter into the applicable Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith.
(c) The Issuers and each of the Guarantors (other than the Parent) will use reasonable best efforts to do or cause to be done all acts and things that may be required, or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of Parity Lien Debt, duly created and enforceable and perfected Parity Liens upon the Collateral. Each of the Issuers and each of the Guarantors (other than the Parent) will use reasonable best efforts to promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices, registrations, filings, and other documents, and take such other actions as shall be reasonably required, or that the Collateral Trustee may reasonably request, to create, perfect, protect, continue, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Security Documents for the benefit of the holders of Parity Lien Debt.
(d) To the extent any security interest in the Collateral is not created or perfected, or related security documents are not provided, on or prior to the Issue Date, each of the Issuers and each Guarantor (other than the Parent) will use reasonable best efforts to have all such security interests created or perfected, and to have such related documents provided, in each case to the extent required by this Indenture or by the Security Documents, within 90 days following the Issue Date and to continue to use reasonable best efforts to take such actions to the extent such security interest has not been created or perfected and such related documents have not been provided within 90 days following the Issue Date (until such time, if any, as the Issuer determines that any further efforts to take any such action would be commercially futile, as evidenced by an Officer’s Certificate to that effect delivered to the Collateral Trustee, the Trustee and the Holders).
(e) Notwithstanding the foregoing, to the extent the Issuers and the Guarantors (other than the Parent) are unable to create or perfect security interests for the benefit of the Notes, or provide related security documents, after using reasonable best efforts until further efforts would be commercially futile (as evidenced by an Officer’s Certificate to that effect delivered to the Collateral Trustee, the Trustee and the Holders), such failure shall not constitute a Default or Event of Default hereunder.
(f) The Security Documents and the Collateral shall be subject to the Agreed Guarantee and Security Principles.
(g) The Issuers and the Guarantors shall deliver to the Trustee copies of all Security Documents and all notices and other documents delivered to the Collateral Trustee pursuant to the Security Documents.
(h) For avoidance of doubt, the Obligations of the Parent under this Indenture (including, without limitation, all interest that accrues after the commencement Guarantee of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or Parent) are not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or will not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced be secured by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Indenture (Toys R Us Inc)
Security. This Agreement is made by As a condition to the 60% guarantee requirement described in the last sentence of Section 6.10(a), the Lead Borrower shall pledge and shall cause each Pledgor of its Wholly-Owned Subsidiaries to pledge, in each case, as security for the benefit Obligations, all of their Capital Stock in (a) Subsidiaries created after the Closing Date that are not Wholly-Owned Subsidiaries (excluding Immaterial Subsidiaries), (b) Wholly-Owned Subsidiaries that own Capital Stock of Subsidiaries described in clause (a), (c) Persons created after the Closing Date in which the Borrowers or one or more Wholly-Owned Subsidiaries of the Secured Creditors Borrowers own 50% of the Capital Stock of such Person and (d) Wholly-Owned Subsidiaries that own Capital Stock of the Persons described in clause (c), pursuant to secure:
the Security and Pledge Agreement. If the Senior Notes are then outstanding, the Lead Borrower shall provide evidence satisfactory to the Administrative Agent that the holders of the Senior Notes have consented to the pledge of such Capital Stock to secure the Obligations (such consent to be pursuant to a written intercreditor agreement among the Borrowers, the Administrative Agent and the holders of the Senior Notes in form and substance satisfactory to the Administrative Agent, which agreement shall permit the pledge of such Capital Stock to secure the obligations under the Senior Notes on a pari passu basis). From and after the date on which the Lead Borrower complies with this Section 6.14, the Lead Borrower shall and shall cause its Wholly-Owned Subsidiaries to, as applicable, within thirty (30) days after the acquisition or creation of any Subsidiary that is not a Wholly-Owned Subsidiary or of any Person described in clause (c) above, (i) the full execute and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating deliver an addendum to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at Security and Pledge Agreement covering the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) Capital Stock of such Pledgor to new Subsidiary or such new Person, as the Lender Creditors (providedcase may be, in respect and, if not previously pledged, of the Lender Creditors which are Lenders, Wholly-Owned Subsidiary that owns such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (Capital Stock in such capacity) in respect of Loans), whether now existing new Subsidiary or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) Person and (ii) abovedeliver all other documents and certificates, after an Event of Default shall have occurred including, if applicable, stock certificates and stock powers executed in blank, necessary to perfect the Administrative Agent’s Lien in such Capital Stock, as may be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise requested by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Amedisys Inc)
Security. This Agreement is made Debtor hereby grants to Secured Party a first and prior security interest in and to each and every Vehicle financed hereunder, whether now owned or hereafter acquired by each Pledgor for the benefit way of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturityreplacement, by acceleration substitution, addition or otherwise) , together with all additions and accessions thereto and all proceeds thereof, subject only to any prior security interest in a Vehicle financed by a Receivable Purchase Advance which has been granted by Debtor to Chrysler Corporation and assigned by Chrysler Corporation to Secured Party in connection with the making of such Receivable Purchase Advance. Further, Debtor also hereby grants to Secured Party a security interest in and to all obligationsChattel Paper, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, Accounts whether or not a claim earned by performance and including without limitation all amounts due from the manufacturer or distributor of the Vehicles or any of its subsidiaries or affiliates, Contract Rights, Documents, Instruments, General Intangibles, Consumer Goods, Inventory of Automotive Parts, Accessories and Supplies, Equipment, Furniture, Fixtures, Machinery, Tools, and Leasehold Improvements, whether now owned or hereafter acquired by way of replacement, substitution, addition or otherwise, together with all additions and accessions thereto and all proceeds thereof, as additional security for post-petition each and every indebtedness and obligation of Debtor as set forth herein. The security interest is allowed hereby granted shall secure the prompt, timely and full payment of (1) all Advances, (2) all interest accrued thereon in accordance with the terms of this Agreement and the Promissory Notes, (3) all other indebtedness and obligations of Debtor under the Promissory Notes, (4) all costs and expenses incurred by Secured Party in the collection or enforcement of the Promissory Notes or of the receivable underlying any Receivable Purchase Advance or of the obligations of the Debtor under this Agreement, (5) all monies advanced by Secured Party on behalf of Debtor for taxes, levies, insurance and repairs to and maintenance of any Vehicle or other collateral, and (6) each and every other indebtedness or obligation now or hereafter owing by Debtor to Secured Party including any collection or enforcement costs and expenses or monies advanced on behalf of Debtor in connection with any such proceeding)) of such Pledgor to the Lender Creditors (providedother indebtedness or obligations. Nothing in this Agreement shall require Debtor, in respect of any Receivable Purchase Advance, to proceed first under the Lender Creditors which are Lenders, security interest created by this Agreement or first under the security interest granted by Debtor to Chrysler Corporation to secure the receivable underlying such aforementioned obligations, liabilities Receivable Purchase Advance and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement assigned by Chrysler Corporation to Secured Party and the other Credit Documents to which such Pledgor is a party (includingremedies of Secured Party under each security interests shall be cumulative.
3.1 All said security set forth in Paragraph 3.0 above shall hereinafter collectively be called "Collateral". Debtor hereby expressly agrees that the term "proceeds" as used in Paragraph 3.0 above shall include without limitation all insurance proceeds on the Collateral, money, chattel paper, goods received in the case of each Pledgor that is a Subsidiary Guarantortrade including without limitation vehicles received in trade, all such obligationscontract rights, liabilities instruments, documents, accounts whether or not earned by performance, general intangibles, claims and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except tort recoveries relating to the extent consisting of obligations, liabilities or indebtedness Collateral. Notwithstanding that Advances hereunder are made from time to time with respect to Interest Rate Protection Agreements or Other Hedging Agreementsspecific Vehicles, being herein collectively called each Vehicle and the “Credit Document Obligations”);proceeds thereof and all other Collateral hereunder shall constitute security for all obligations of Debtor to Secured Party secured hereunder.
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest 3.2 Debtor hereby agrees that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect upon request of the Borrower’s obligations with respect Secured Party it will take such action and/or execute and deliver to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) Secured Party any and all sums advanced by documents (and pay all costs and expenses of recording the Pledgee same), in order form and substance satisfactory to preserve the Collateral (as hereinafter defined) or preserve Secured Party, which will perfect in Secured Party its security interest in the Collateral;
(iv) Collateral in which Secured Party has or is to have a security interest under the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 terms of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Security Agreement and Master Credit Agreement (Sonic Automotive Inc)
Security. This Agreement is made by each Pledgor As security for the benefit Note, and for any other loans, -------- advances, credits, indebtedness, obligations and liabilities of any kind of Borrower to the Authority, now or hereafter existing, whether absolute or contingent, due or to become due, direct or indirect, liquidated or unliquidated and however incurred or arising, the Borrower hereby grants to the Authority a continuing security interest in all personal property excluding intellectual property of the Secured Creditors Borrower (hereinafter the "Collateral") including but not limited to securethe following:
(ia) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether accounts now existing or hereafter incurred under, arising out of, created or in connection with, acquired by the Credit Agreement and the other Credit Documents to which such Pledgor is a party (Borrower including, but not limited to; any and all accounts receivable, notes, drafts, acceptances, checks or other commercial paper evidencing same; all returned, replevened and repossessed goods; all guarantees, securities and liens for the payment of such accounts or commercial paper; all right, title and interest of Borrower in the case Collateral, which give rise to any accounts, including the right of each Pledgor that is a Subsidiary Guarantorstoppage in transit, and all such obligationscontract rights;
(b) all inventory of every nature, liabilities kind and indebtedness description wherever located now owned or hereafter acquired by Borrower, including, but not limited to, farm products, raw materials, work, work in process, finished goods and materials and goods in transit consisting of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions products of the Borrower and agreements contained in all goods returned or reclaimed from customer by Borrower and any proceeds thereof of all the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)above;
(iic) all machinery and equipment of every nature, kind and description wherever located now owned by the full and prompt payment when due (Borrower or hereafter acquired whether at the stated maturity, by acceleration affixed to realty or otherwise) of all obligations, liabilities and indebtedness (including, not including without limitation, any and all interest that accrues after the commencement of any casepresent and future accretions, proceeding additions, replacements, substitutions, improvements and accessories relating thereto or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for used in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, connection therewith and all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)proceeds thereof;
(iiid) any all furniture, fixtures and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateralleasehold improvements now owned and/or hereafter acquired;
(ive) in the event all goods, instruments, documents of title, policies, certificates of insurance, securities, chattel paper, deposits, special deposits, farm products or any proceeding for the collection other property or enforcement of any indebtedness, obligations asset now owned or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise hereafter acquired by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costsBorrower or in which it has an interest; and
(vf) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 attachments, accessions, interest, proceeds and products of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described aboveabove including without limitation, whether outstanding any insurance proceeds thereof. This Direct Loan Agreement shall be deemed a security agreement creating a security interest on behalf of the date of this Agreement or extended from time to time after the date of this Agreement Authority in accordance with the Credit Agreementsaid Collateral.
Appears in 1 contract
Security. This Agreement is made by each Pledgor (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the Holders of the Notes and as collateral security for the benefit payment by the City, when due, of all amounts now or at any time hereafter owing to the Bank under this Reimbursement Agreement, the due and punctual observance and performance of all other obligations of the Secured Creditors City under this Reimbursement Agreement, and the due and punctual observance and performance of the City’s obligations to secure:the Holders of the Notes arising under the Notes, a lien on and security interest in the following:
(i) the full proceeds from (A) the sale of Bonds issued to refund outstanding Notes and prompt payment when due (whether at B) the stated maturity, by acceleration or otherwise) sale of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating Notes issued pursuant to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor Ordinance to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)refund outstanding Notes;
(ii) the full amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes; provided, however, that amounts in the Note Payment Fund attributable to and prompt derived from Drawings on the Letter of Credit shall be used only to pay the principal of or interest on maturing Notes; and
(iii) the amounts remaining on deposit in the Note Construction Account after the payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligationsProjects Costs.
(b) In addition, liabilities the City hereby pledges and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating grants to the bankruptcyBank, insolvencyon an equal and ratable basis with the Holders of the Notes and the holders of the Parity Lien Obligations as collateral security for the payment of the City, reorganization when due, of all amounts now or similar proceeding of at any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) time hereafter owing by such Pledgor to the Other Creditors underBank under this Reimbursement Agreement, or with respect to (including, in the case due and punctual observance and performance of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect other obligations of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arisingCity under this Reimbursement Agreement, and the due and punctual observance and performance and compliance by such Pledgor with all of the termsCity’s obligations to the Holders of the Notes arising under the Notes subject only to the provisions of the Ordinance permitting the application thereof for purposes and on the terms and conditions set forth therein, conditions a lien on and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) Pledged Revenues; provided, however, that the lien on and security interest in the event Pledged Revenues to secure payment of any proceeding for the collection or enforcement Notes and other amounts due under this Reimbursement Agreement shall be subordinate only to the lien and pledge of any indebtedness, obligations or liabilities the Pledged Revenues securing the payment of such Pledgor referred to Priority Lien Obligations. The liens and security interests described in clauses (iSection 6.01(a) and (iib) above, after an Event are referred to collectively as the “Security.”
(c) The Bank acknowledges that the pecuniary obligations of Default shall have occurred the City under this Reimbursement Agreement and be continuing, the reasonable expenses Fee Agreement in the nature of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights fees due hereunder, together with reasonable attorneys’ fees amounts due for Drawings made under the Letter of Credit or any other amounts owed to the Bank hereunder are secured by and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has payable solely from the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementSecurity.
Appears in 1 contract
Security. This Agreement is made by each Pledgor for At the benefit sole opinion of the Secured Creditors to secure:
(i) Holder and at any time from the full and prompt payment when due (whether at Effective Date until the stated maturityoutstanding balance of this Note, by acceleration or otherwise) of including all obligations, liabilities and indebtedness (including, without limitation, principal, premium, accrued and unpaid interest including Default interest, fees and indemnities penalties, and any and all costs of collection of any outstanding unpaid balance of this Note (including, without limitationbut not limited to, attorney’s fees and related costs), are paid in full, this Note may be secured in an amount equal to the Principal and Interest due by the Maternity Date by “(a)” or “ (b)”, or both “(a)” and “(b)” that follow (the “Securitizations”):
(a) The filing of a UCC-1 Financing Statement by the Holder against all interest assets of the Company (the “Collateral”). (The “UCC-1 Filing”) The Company agrees to have its attorney prepare such UCC-1 Filing, which shall be reviewed in form and content by the Holder prior to the Company having it filed in the appropriate venue. The Company agrees to pay all fees, including attorney and paralegal fees and expenses, connected with the UCC-1 Filing, and will provide the Holder with proof of the UCC-1 Filing, to its sole satisfaction, within fifteen (15) business days of the signing of this Note. For the duration of this Note, the Company shall be responsible for updating the UCC-1 Filing as required by law, but not less than every six (6) months, and for filing and all such continuation statements with the appropriate authorities. The Company understands that accrues after it may not use the commencement Collateral to secure any additional agreements, security or otherwise, and that any release of any caseor all of the Collateral for securing other agreements is at the sole option of the Holder. Company acknowledges that the Holder has first priority in payment of this Note over any and all other creditors, proceeding whether in cash or seizure of Collateral, and as such this Note cannot be subordinated to any other action relating debt, or financing instrument without the express written consent of the Holder. Failure by the Company to adhere to the bankruptcypreceding provisions of this paragraph shall be an Event of Default of this Note, insolvencyand any and all obligations of the Holder to the Company, reorganization or similar proceeding of any Pledgor at the rate provided including those obligations for subsequent Loan Advances, in the respective documentationHolder’s sole discretion and judgment, will cease.
(b) Per attached Annex 4, a “Guaranty and Security Agreement” which shall include, but not limited to, the aforementioned UCC-1 Financing Statement, plus a personal “guaranty” between the Holder and the principal control persons and/or majority shareholder(s) of the Company in which such “guarantor” guarantees payment in full of the Note in the event of Default.
(c) Should the Company or its control persons and/or majority shareholder(s) fail within five (5) business days, to execute any and all documents connected to or related to any Securitization required by the Holder, this Note shall be immediately in Default (Cf. Section 11), whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor the Holder provides written notice thereof to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities Company and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loansor/its control persons and/or majority shareholder(s), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement ; and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by provisions of the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “ObligationsDefault” shall include extensions of credit of immediately be in effect, until such a time as the types described aboveHolder, whether outstanding on in his sole judgment, advises the date of this Agreement or extended from time to time after the date of this Agreement Company in accordance with the Credit Agreementwriting, and/or its control persons and/or majority shareholder(s), that said Default has been cured.
Appears in 1 contract
Sources: Exchange Agreement (Rocky Mountain High Brands, Inc.)
Security. This Agreement is made As security for all present and future sums loaned or advanced by each Pledgor Lender to Borrower and for the benefit all other obligations now or hereafter chargeable to Borrower’s loan account hereunder, and all other obligations and liabilities of the Secured Creditors any and every kind of Borrower to secure:
(i) the full and prompt payment when Lender, due (whether or to become due, direct or indirect, absolute or contingent, joint or several, howsoever created, arising or evidenced, now existing or hereafter at the stated maturityany time created, by acceleration arising or otherwise) of all obligations, liabilities and indebtedness (incurred including, without limitation, principalthe Loans (herein called “Obligations”), premiumBorrower hereby grants to Lender a security interest in and to the following property (any quoted term used in this Paragraph which is a defined term under the Commercial Code is being used as defined in the Commercial Code except as otherwise defined herein):
(a) All Receivables of Borrower, interestwhether now owned or existing, fees or owned, acquired or arising hereafter, together with all customer lists, original books and indemnities records, ledger and account cards, computer tapes, discs, printouts and records, whether now in existence or hereafter created. “Receivables” means all rights of Borrower to the payment of money, whether or not earned and howsoever evidenced or arising, including (without limitation) all present and future “Accounts”, “Chattel Paper” including, without limitation, all interest that accrues after the commencement of any case“Electronic Chattel Paper” and “Tangible Chattel Paper”, proceeding or other action relating “Instruments,” and rights to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors payment which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (General Intangibles” including, without limitation, all interest that accrues after the commencement of any case“Payment Intangibles”, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (all security therefor including, in the case of each Pledgor that is a Subsidiary Guarantorwithout limitation, all such obligations“Supporting Obligations” and all of Borrower’s rights as an unpaid seller of goods (including rescission, liabilities replevin, reclamation and indebtedness stopping in transit) and all of such Pledgor under the Subsidiaries Guaranty), Borrower’s rights to any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect goods represented by any of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement foregoing including returned or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)repossessed goods;
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: General Credit and Security Agreement (MBC Holding Co)
Security. This All Obligations shall be secured by the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. Borrower represents, warrants, and covenants that the Lien granted in the Debenture shall be and shall at all times continue to be a first priority Lien in the Collateral subject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder. Borrower acknowledges that it may have previously entered, and/or may in the future enter, into Bank Services with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority security interest granted in the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. If this Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturityterminated, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for Bank’s Lien in the respective documentationCollateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, whether or not a claim for post-petition interest is allowed and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its Liens in any such proceeding)the Collateral and all rights therein shall revert to Borrower. In the event (a) of such Pledgor to the Lender Creditors all Obligations (provided, in respect of the Lender Creditors which are Lenders, such aforementioned other than inchoate indemnity obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred underexcept for Bank Services, arising out ofare satisfied in full, or in connection with, the Credit and (b) this Agreement and the other Credit Documents to which such Pledgor is a party (includingDebenture are terminated, in the case of each Pledgor that is a Subsidiary GuarantorBank shall promptly, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect sole cost and expense, terminate the Liens granted in 8 the Debenture upon Borrower providing cash collateral acceptable to the outstanding Loans from time to timeBank in its good faith business judgment for Bank Services, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementif any.
Appears in 1 contract
Sources: Loan and Security Agreement
Security. This Agreement is made by each Pledgor Maker hereby grants to Payee a first position security interest in the following (collectively, the “Collateral”):
(a) the Inventory of Maker; and
(b) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any or all of the Collateral, and any and all Accounts of Maker, the Company Books of Maker, Equipment of Maker, General Intangibles of Maker, Inventory of Maker, Negotiable Collateral of Maker, goods, money, deposit accounts, or other tangible or intangible property resulting from the sale, exchange, collection, or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof. Maker grants a security interest in the Collateral to secure the payment or performance of following obligations of Maker: (i) Maker’s obligations under this Note; (ii) the repayment of any amounts that Payee may advance or spend for the maintenance or preservation of the Collateral and any other expenditures that Payee may make under the provisions of this Note or for the benefit of Maker; (iii) all amounts owed under any modifications, renewals or extensions of any of the Secured Creditors foregoing obligations; (iv) any of the foregoing that arises after the filing of a petition by or against Maker under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Section 362 of the Bankruptcy Code or otherwise. Maker agrees that, from time to secure:
time, Maker shall: (i) execute all documents and take all other actions requested by the full Payee to perfect any security interests in connection with this Note, and prompt payment when due (whether at ii) execute and record all documents, file additional financing statements, amend any existing financing statements and continuation statements and take any other actions reasonably requested by the stated maturityPayee to grant a security interest in the Collateral or to perfect, by acceleration further perfect, evidence or otherwise) continue the rights, claims or security interest of all obligationsthe Payee with respect to the Collateral, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees a pledge agreement. Maker hereby authorizes Payee to file financing statements covering the Collateral and indemnities (including, without limitation, all interest that accrues after naming Maker as debtor and Payee as secured party in such jurisdictions as Payee deems appropriate in its sole discretion and hereby authorizes the commencement filing of any case, proceeding such financing statements which may have occurred on or other action relating prior to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementhereof.
Appears in 1 contract
Sources: Promissory Note and Security Agreement (Tank Sports, Inc.)
Security. This Agreement is made by each Pledgor for the benefit The full and timely payment of the Secured Creditors to secure:
(i) all principal, interest and all other costs, fees and expenses payable under this Note, as well as the full and prompt timely payment when due (whether at the stated maturity, by acceleration or otherwise) and performance of all other obligations, indebtedness, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect undertakings of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)Company to Holder, whether now existing or hereafter incurred underowing or existing, arising out of, or in connection with, the Credit Agreement under this Note and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Transaction Documents (all such obligations, liabilities obligations and indebtedness and undertakings being sometimes referred to herein collectively as the “Indebtedness”) shall be secured by the following collateral (collectively the “Collateral”):
(a) the unlimited, unconditional joint and several surety and guaranty agreements (collectively, the “Guaranty Agreements”) of RAIT Asset Holdings II, LLC (“RAH2”) and RAIT Asset Holdings II Member, LLC (“RAHM”) (collectively, the “Guarantors” and each a “Guarantor”), which Guaranty Agreements shall guaranty payment, and not merely collection, of all Indebtedness and the prompt performance of all of the Company’s other obligations under this clause Note and all other documents executed in connection with or as security for this Note;
(i)b) a pledge from RAHM of a 100% limited liability company interest in RAH2, except to the extent consisting as evidenced by a Subsidiary Collateral Pledge Agreement from RAHM in favor of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called Holder (the “Credit Document ObligationsSecurities Pledge Agreement”);
(iic) a securities account agreement (the full “Account Agreement”) among RAH2, Holder and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) Wilmington Trust Company of all obligations, liabilities even date herewith providing for certain rights and indebtedness (including, without limitation, all interest that accrues after obligations of the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or parties with respect to (including, in Account #094146-000 established by RAH2 with the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”)Wilmington Trust Company;
(iiid) any and all sums advanced by pledges of such additional collateral from the Pledgee in order Company or the Guarantors as may hereafter be mutually agreed upon; and
(e) such certificates and/or financing statements or account control agreements (the “Collateral Documents”) as may be necessary to preserve the Collateral (as hereinafter defined) or preserve its perfect Holder’s security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Security. This Agreement is made The Obligations and the Guarantees will be secured by security consisting of (a) a general security agreement from each Pledgor Loan Party incorporated or formed under the laws of the Province of Ontario, (b) a floating charge debenture from each Loan Party incorporated or formed under the laws of Barbados, (c) a deed of hypothecation on movables from each Loan Party formed under the laws of Botswana, (d) cessions of accounts, including bank accounts, from each Loan Party formed under the laws of Botswana or otherwise holding a bank account in Botswana, and (e) share pledge agreements pledging all of the equity interests in each Guarantor from the applicable shareholder(s) and any other documents reasonably determined to be necessary to give effect to the foregoing security in the relevant jurisdictions (collectively, the "Security"). The Loan Parties and the Lender hereby agree to work together diligently, promptly and in good faith to settle the Security and the Loan Parties will thereafter execute and deliver such Security as soon as reasonably practicable, assuming that all necessary consents of any governmental and regulatory authority necessary for the benefit execution and delivery of the Secured Creditors Security have been obtained. The Lender shall, promptly following the date hereof, register as an Authorized Creditor with the Minister of Finance in Botswana and shall notify the Loan Parties in writing promptly upon such registration becoming effective. In consideration of the agreement by the Lender to secure:
(i) advance the full and prompt payment when due (whether at principal amount of the stated maturityLoan prior to receiving the Security, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor Borrower shall pay to the Lender Creditors a fee of 1.25% of the principal amount of the Loan outstanding on each applicable payment date therefor (providedthe "Delayed Security Fee"), up to an aggregate maximum of 5% per annum of the outstanding principal amount of the Loan, in respect each case determined as of the applicable payment date, with the first payment of the Delayed Security Fee being due and payable on October 1, 2023 and thereafter on each January 1, April 1, July 1 and October 1 during the term of the Loan (each of which is hereinafter referred to as a "Referenced Payment Date") until all of the Security has been executed and delivered to the Lender. Each Delayed Security Fee applicable to a Referenced Payment Date shall be deemed to be fully earned and payable on such Referenced Payment Date. If and to the extent the Loan Parties shall have executed and delivered to the Lender the Security before any particular Referenced Payment Date, no Delayed Security Fee shall be due and payable on such Referenced Payment Date or any subsequent Referenced Payment Date. Notwithstanding the foregoing, and for greater certainty, the registration of Security shall be the sole responsibility of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents Delayed Security Fee shall cease to accrue and be payable on date on which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities Security has been executed and indebtedness of such Pledgor under delivered by the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except Loan Parties to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement Lender free of any case, proceeding escrow or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunderconditions, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid any other documents or instruments required to be executed by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth applicable Loan Party in clauses (i) through (v) of this Section 1.1 being herein collectively called connection with the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit registration of the types described aboveSecurity (as identified by the Lender prior to the execution and delivery of the relevant Security by the applicable Loan Party), irrespective of whether outstanding on such Security has been registered or otherwise perfected by the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementLender.
Appears in 1 contract
Security. This Agreement is made by each Pledgor for the benefit 4.1 To secure payment of the Secured Creditors to secure:
(i) Note and the full and prompt payment when due (whether complete performance of the Obligations, the Borrower hereby grants and conveys to the Lender a Security Interest in and to the Aircraft, all original books, records, logs and other material pertaining to the use, operation and maintenance of the Aircraft, and all the estate, right, title and interest of every nature whatsoever of the Borrower at law or in equity in and to the stated maturityAircraft, and every part and parcel thereof. Title to or a lien upon all property in which a Security Interest is granted hereby, or is intended to be, and which is hereafter acquired by acceleration the Borrower or otherwise) to which the Borrower may at any time hereafter be, in any manner, entitled at law or in equity, and required to be subjected hereto or intended so to be, shall vest in the Lender, under the terms and conditions of this Loan Agreement, forthwith upon acquisition thereof by the Borrower, and such property shall be as fully embraced within the Security Interest granted by and pursuant to this Loan Agreement and subject to the lien hereof as if such property were now owned by the Borrower and were specifically described herein and a Security Interest granted hereby.
4.2 The Documents and any or all obligationsagreements, liabilities documents and indebtedness (instruments pertaining to the Aircraft, or counterparts or copies or other evidence hereof or thereof may be filed or recorded in any public office of any jurisdiction as may be necessary or appropriate to protect the perfection and/or existence of the Lender's Security Interest in and to the Aircraft. Borrower hereby agrees and covenants to execute and file such agreements, documents and instruments, including, without limitation, principalUniform Commercial Code financing statements, premiumwith respect to agreements, interest, fees documents and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action instruments previously executed and/or filed relating to the bankruptcySecurity Interest and interests created under the Documents as shall from time to time be specified by the Lender.
4.3 The Borrower will not nor will the Borrower attempt to, insolvencynor will the Borrower authorize, reorganization suffer or similar proceeding permit a third party to either assign, pledge, mortgage, lease, hypothecate, encumber, sell or otherwise dispose of either Aircraft. Notwithstanding the foregoing, nothing herein contained shall be deemed to prohibit the Borrower from "wet leasing" either Aircraft. The Borrower shall not "dry lease" either Aircraft, without the Lender's prior written consent, which consent shall not be unreasonably withheld; except, that the Borrower shall not dry lease either Aircraft, without the Lender's prior written consent, which consent may be withheld in the Lender's sole and absolute discretion, if said dry lease is for a term of more than six months or is to a non-FAR Part 121 U.S. air carrier.
(a) The Borrower will not suffer or permit to be incurred any liens, security interests, charges, claims or encumbrances of whatsoever nature or kind on or in and to the Aircraft, or permit the Aircraft, to be subjected to any unpaid charges whatsoever. The Borrower will defend the Aircraft, and its interests therein against the claims and demands of all parties other than the Lender. The Borrower shall notify the Lender in writing within 5 days of its acquisition of knowledge thereof that a lien, security interest, charge, claim or encumbrance of whatsoever kind has attached to or been asserted against the Aircraft.
(i) The Borrower shall have the right to contest by appropriate proceedings duly instituted and diligently prosecuted or defended, as applicable, without cost or expense to the Lender, the validity of any Pledgor at lien, security interest, charge, claim or encumbrance of whatsoever nature referred to in Paragraph 4.4(a) hereof or any law, ordinances or regulation the rate provided nature of which it deems harmful to either Aircraft. However, for claims in excess of USD 150,000 the respective documentation, whether or not a claim for post-petition interest is allowed in any Borrower shall upon commencing such proceeding)) of such Pledgor contest furnish to the Lender Creditors (provideda bond, in respect of guarantee or other document satisfactory to the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (includingLender, in the case Lender's reasonable discretion, guaranteeing that the Lender's interest in and to such Aircraft, shall be held harmless from any penalty, damage, charge, claim or adverse judgment of each Pledgor whatsoever kind resulting from such contest; and provided that is a Subsidiary Guarantorthe Borrower shall diligently prosecute such contest, all such obligationsand maintain in force any required bond, liabilities and indebtedness guarantee or other document, no Event of such Pledgor under the Subsidiaries GuarantyDefault as set forth in Paragraph 7.1(g) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except or otherwise shall be deemed to the extent consisting of obligations, liabilities or indebtedness occur with respect to Interest Rate Protection Agreements any such lien, security interest, charge, claim or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);encumbrance.
(ii) The Borrower hereby irrevocably assigns, transfers and sets over to the full and prompt Lender all of its rights to any award or payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement on account of any caseconfiscation of either Aircraft, proceeding or other action relating to and irrevocably authorizes and empowers the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (includingLender, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect name of the Borrower or otherwise, to file and prosecute what would otherwise be the Borrower’s obligations 's claim for any such award or payment and to collect, receipt for and retain the same. The Borrower will pay all costs, fees and expenses incurred by the Lender in connection with respect any expropriation or confiscation and seeking and obtaining any award or payment on account thereof. Any monies received by the Lender under this Paragraph 4.4(b)(ii) shall be applied by the Lender in the following order: (A) to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, payment of all reasonable out-of-pocket costs and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest expenses incurred in the Collateral;
(iv) in the event collection of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costssaid balance; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.then
Appears in 1 contract
Sources: Aircraft Loan and Security Agreement (Tower Air Inc)
Security. This Agreement is made As security for all present and future sums loaned or advanced by each Pledgor Lender to Borrower and for the benefit all other obligations now or hereafter chargeable to Borrower’s loan account hereunder, and all other obligations and liabilities of the Secured Creditors any and every kind of Borrower to secure:
(i) the full and prompt payment when Lender, due (whether or to become due, direct or indirect, absolute or contingent, joint or several, howsoever created, arising or evidenced, now existing or hereafter at the stated maturityany time created, by acceleration arising or otherwise) of all obligations, liabilities and indebtedness (incurred including, without limitation, principalthe Loans and the Letter of Credit Obligations (herein called “Obligations”), premiumBorrower hereby grants to Lender a security interest in and to the following property (any quoted term used in this Paragraph which is a defined term under the Commercial Code is being used as defined in the Commercial Code except as otherwise defined herein):
(a) All Receivables of Borrower, interestwhether now owned or existing, fees or owned, acquired or arising hereafter, together with all customer lists, original books and indemnities records, ledger and account cards, computer tapes, discs, printouts and records, whether now in existence or hereafter created. ‘Receivables’ means all rights of Borrower to the payment of money, whether or not earned and howsoever evidenced or arising, including (without limitation) all present and future ‘Accounts’, ‘Chattel Paper’ including, without limitation, all interest that accrues after the commencement of any case‘Electronic Chattel Paper’ and ‘Tangible Chattel Paper’, proceeding or other action relating ‘Instruments’, and rights to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors payment which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (‘General Intangibles’ including, without limitation, all interest that accrues after ‘Payment Intangibles’, all security therefore including, without limitation, all ‘Supporting Obligations’ and all of Borrower’s rights as an unpaid seller of goods (including rescission, replevin, reclamation and stopping in transit) and all of Borrower’s rights to any goods represented by any of the commencement foregoing including returned or repossessed goods;
(b) All ‘Inventory’ of Borrower, whether now owned or existing, or owned, acquired or arising hereafter and wherever located including, without limitation, all ‘Goods’ leased to Borrower as a lessor, all ‘Goods’ intended for sale or lease or to be furnished under contracts of service, all ‘Goods’ furnished by Borrower under a contract for service, all raw materials and work in process therefor, all finished goods thereof, all materials and supplies of every nature used or usable or consumed or consumable in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of such ‘Goods’, and all accessories thereto and all documents of title therefor evidencing the same;
(c) All ‘Equipment’ of Borrower, whether now owned or existing, or owned, acquired or arising hereafter and wherever located including, without limitation, all of Borrower’s ‘Goods’ other than ‘Inventory’, all replacements and substitutions therefor and all accessions thereto, and specifically includes, without limitation, all present and future machinery, equipment, vehicles, manufacturing equipment, shop equipment, office and record keeping equipment, furniture, ‘Fixtures’, parts, tools and all other ‘Goods’ (except ‘Inventory’) used or acquired for use by Borrower for any business or enterprise;
(d) All ‘General Intangibles’ of Borrower, whether now owned or existing, or owned, acquired or arising hereafter, including without limitation, all present and future domestic and foreign patents, patent applications, trademarks, trademark applications, copyrights, trade names, trade secrets, patent and trademark licenses (whether Borrower is licensor or licensee), shop drawings, engineering drawings, blueprints, specifications, parts lists, manuals, operating instructions, customer and supplier lists, licenses, permits, franchises, the right to use Borrower’s corporate name and the goodwill of Borrower’s business;
(e) All ‘Deposit Accounts’ of Borrower, whether now owned or existing, or owned, acquired or arising hereafter;
(f) the ‘Commercial Tort Claims’ of Borrower described on Schedule I attached hereto;
(g) All ‘Investment Property’ of Borrower, whether now owned or existing, or owned, acquired or arising hereafter excluding, however, ‘Investment Property’ pledged to secure Borrower’s bond in favor of the Bureau of Alcohol, Tobacco and Firearms;
(h) All ‘Letter of Credit Rights’ of Borrower, whether now owned or existing, or owned, acquired or arising hereafter; and
(i) All products and ‘Proceeds’ of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any foregoing and all sums advanced by the Pledgee in order to preserve the products and ‘Proceeds’ of any other Collateral (as hereinafter defined) or preserve its security interest in including the ‘Proceeds’ of any insurance covering any of the Collateral;
(iv) in the event . All such Receivables, ‘Inventory’, ‘Equipment’, ‘General Intangibles’, ‘Deposit Accounts’, ‘Commercial Tort Claims’, ‘Investment Property’, ‘Letter of any proceeding for the collection or enforcement of any indebtednessCredit Rights’, obligations or liabilities of such Pledgor referred to in clauses (i) products and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder‘Proceeds’, together with reasonable attorneys’ fees all other assets and court costs; and
(v) all amounts paid by any Secured Creditor as properties of Borrower in or on which Lender is now or hereafter granted a security interest, mortgage, lien or encumbrance pursuant to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time otherwise, are hereinafter sometimes referred to time after the date of this Agreement in accordance with the Credit Agreement.as ‘Collateral’
Appears in 1 contract
Sources: General Credit and Security Agreement (Canterbury Park Holding Corp)
Security. This Agreement is made by each Pledgor (a) The Landlord acknowledges that the Tenant has deposited with Landlord the amount shown in the Lease Summary upon signing Lease as security for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether faithful performance by Tenant of all the terms and conditions of this Lease upon the Tenant's part to be performed; which said sum shall be returned to the Tenant at the stated maturityend of this Lease, by acceleration or otherwise) of all obligations, liabilities provided the Tenant has fully and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising faithfully carried out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, covenants and conditions on its part to be performed, and agreements contained is not in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except default hereunder. Tenant hereby agrees not to look to the extent consisting of obligationsmortgagee, liabilities as mortgagee, mortgagee in possession, or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating successor in title to the bankruptcyproperty, insolvency, reorganization or similar proceeding of for accountability for any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced security deposit required by the Pledgee in order to preserve the Collateral (Landlord hereunder, unless said sums have actually been received by said mortgagee as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 Tenant's performance of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged Lease. It is expressly understood and agreed that the “Obligations” Landlord shall have the right to commingle the security funds with its general funds and said security shall not be required to be segregated. It is expressly understood and agreed that the Tenant shall not and the Tenant represents that it will not mortgage, pledge, hypothecate, assign, convey or otherwise encumber the security deposited with the Landlord hereunder.
(b) Notwithstanding the provisions of subparagraph (a) above and/or paragraphs 7 and 8 above, Landlord agrees that in lieu of the cash security deposit provided for in (a) above (and which may include extensions the cash deposits provided for in paragraphs 7(c) and 8(d) above), Tenant may deposit with Landlord a negotiable standby letter of credit ("LETTER OF CREDIT"), issued by a bank reasonably acceptable to Landlord and having a principal office, where the Letter of Credit may be drawn, in New Jersey or New York City, NY. The Landlord shall be the beneficiary of the types described Letter of Credit which shall be for a term of not less than one (1) year commencing on or before the commencement date of the Lease. If available without additional cost, the Letter of Credit shall be "evergreen", i.e., renewable automatically for successive periods absent Landlord's receipt of not less than ninety (90) days written notice from the bank of intent not to renew. The Letter of Credit shall provide that Landlord may draw on the Letter of Credit upon presentation of a sight draft to the bank's office New Jersey or New York City, NY, accompanied by a certificate signed by an individual purporting to be an authorized signatory for Landlord stating that (i) Tenant is in default under the terms of the Lease after the giving of any required notice and the expiration of any cure period, if applicable, or (ii) if presented within the thirty (30) day period prior to expiration of the Letter of Credit that Tenant has failed to deliver a replacement Letter of Credit in the amount and on the terms and conditions set forth above, whether outstanding and in either case without further proof or conditions. In the event that the Landlord draws on the date Letter of Credit, in whole or in part, the funds withdrawn shall be held by Landlord as the security deposit or escrows provided for in this Agreement or extended Lease. If Landlord draws on the funds to pay sums owed by Tenant such payment shall not be deemed to cure Tenant's monetary default unless Tenant shall replenish the security deposit to its full amount within ten (10) days of receipt of demand from time Landlord. If Landlord draws on the Letter of Credit Tenant's right to time after the date deposit a letter of this Agreement credit in accordance with the Credit Agreementlieu of cash security shall be terminated.
Appears in 1 contract
Security. This Agreement is made by each Pledgor (a) The following provides additional security for the benefit payment of the Secured Creditors to secure:
(i) the full obligations evidenced hereby, and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, other obligations and liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating Borrower to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentationLender, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which obligations and liabilities are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred underarising. Borrower has granted the Lender a security interest in certain of ▇▇▇▇▇▇▇▇’s securities pursuant to that certain Collateral Security and Pledge Agreement dated of even date herewith (as the same may be amended, arising out of, restated or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans replaced from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arisingthe “Security Agreement”), including all substitutions and additions thereto, and the due performance and compliance by such Pledgor with proceeds thereof including insurance proceeds (all of the termsforegoing, conditions and agreements contained therein (all such obligationstogether with any other property in which Lender shall at any time be given a security interest, liabilities and indebtedness described in this clause (ii) being herein collectively called shall hereinafter be referred to as the “Other ObligationsCollateral”);.
(iiib) If, at the time of payment in full of this Note and discharge hereof, Borrower shall be then directly, indirectly or contingently liable to the Lender as maker, endorser, surety or guarantor of any other note, bill of exchange, indebtedness or other instrument, due or to become due, now existing or hereafter arising and all sums advanced by regardless of how evidenced, then the Pledgee in order Lender may continue to hold any of the Collateral as security therefor, even though this Note shall have been surrendered to Borrower. The Lender shall not be bound to take any steps necessary to preserve any rights in the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of against prior parties. If any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuingobligation evidenced by this Note is not paid when due, the reasonable expenses of retakingLender may, holdingat its option, preparing for sale demand, set-off, sue for, collect or lease, selling make any compromise or otherwise disposing of or realizing on settlement it deems desirable with reference to the Collateral, and shall have the rights of a secured party under the law of the State of Indiana, and Borrower shall be liable for any deficiency.
(c) This Note is also secured by any of Borrower’s funds on deposit with the Lender. The failure to reference in this Note any security for this Note shall not, however, be construed to invalidate any security interest, pledge, mortgage or other lien which pursuant to the terms of any exercise by the Pledgee agreement or instrument creating such lien secures this Note or any or all obligations of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as Borrower to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementLender generally.
Appears in 1 contract
Security. This Agreement is made by each Pledgor 36.01 Within thirty (30) calendar days after the Effective Date, Tenant shall deliver to Landlord, as protection for the benefit full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”), substantially in the form attached hereto as Exhibit F and containing the terms required herein, payable upon presentation to the issuing bank (the “Bank”) (which presentation made be accomplished via facsimile and via nationally recognized courier (i.e., FedEx or UPS)) running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term investment grade rating (“Rating”) of BBB or higher (by Standard & Poor’s (“S&P”)) or a Rating of Baa1 or higher (by ▇▇▇▇▇’▇), under the supervision of the Secured Creditors Office of Banking and Insurance of the State of New Jersey, or a national banking association, in the Letter of Credit Amount. The Letter of Credit shall (a) be “callable” at sight, irrevocable and unconditional, (b) be maintained in effect, whether through renewal or extension (automatic or otherwise), for the period from the Commencement Date and continuing until the date (the “LC Expiration Date”) that is ninety (90) days after the expiration of the Term (as the same may be extended), and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to secure:Landlord at least forty-five (45) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (c) be fully assignable by Landlord, its successors and assigns, (d) permit partial draws and multiple presentations and drawings, and (e) be otherwise subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590. If Tenant exercises any Renewal Option (as defined therein) to extend the Term then, not later than forty-five (45) days prior to the commencement of the Renewal Term, Tenant shall deliver to Landlord a new Letter of Credit or certificate of renewal or extension evidencing the LC Expiration Date as ninety (90) days after the expiration of the Renewal Term. The form and terms of the Letter of Credit shall be substantially on the form attached hereto as Exhibit F. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (1) such amount is due to Landlord under the terms and conditions of this Lease following the occurrence of an Event of Default, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, which has not been dismissed within ninety (90) days, or (4) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date or (5) the long term rating of the Bank has been downgraded to below BBB (by Standard & Poor’s) or lower than Baa1 (by ▇▇▇▇▇’▇) and Tenant has failed to deliver a new Letter of Credit from a bank with a long term rating of BBB or higher (by Standard & Poor’s) or Baa1 or higher (by ▇▇▇▇▇’▇) and otherwise meeting the requirements set forth in this Article 36 within thirty (30) days following notice from Landlord. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit.
36.02 The Letter of Credit shall also provide that Landlord, its successors and assigns may, at any time without notice to Tenant and without first obtaining Tenant’s consent thereto, (i) transfer (one or more times) all of its interest in and to the full Letter of Credit to another party, person or entity, if such party, person or entity is being assigned Landlord’s rights and prompt payment when due interests in and to this Lease or (whether ii) collaterally assign its interest in and to the Letter of Credit to a mortgagee of the Demised Premises, provided such mortgagee has executed and delivered a subordination, non-disturbance and attornment agreement as contemplated by Article 6. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Landlord’s sole cost and expense, execute and submit to the stated maturityBank such applications, documents and instruments as may be necessary to effectuate such transfer, and Landlord shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.
36.03 If, as a result of any drawing by acceleration or otherwiseLandlord on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within ten (10) Building Days (excluding Saturdays) after receipt of written notice that Landlord has drawn on the Letter of Credit, provide Landlord with additional letter(s) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating credit in an amount equal to the bankruptcydeficiency, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in and any such proceeding)additional letter(s) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness credit shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor comply with all of the termsprovisions of this Article 36, conditions and agreements if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit Agreement or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than forty-five (45) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in such other accordance with the terms set forth in this Article 36, Landlord shall have the right to present the Letter of Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting Bank in accordance with the terms of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arisingthis Article 36, and the due performance and compliance by such Pledgor with all proceeds of the termsLetter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within thirty (30) days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease; provided, conditions however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, which is not dismissed within ninety (90) days, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.
36.04 Tenant hereby acknowledges and agreements contained therein agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any Event of Default on the part of Tenant under this Lease. If Tenant shall be in default hereunder (all such obligationsfollowing any applicable notice and cure periods), liabilities Landlord may, but without obligation to do so, and indebtedness described without notice to Tenant, draw upon the Letter of Credit, in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) part or in whole, to cure any Event of Default of Tenant and/or to compensate Landlord for any and all sums advanced damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from such Event of Default and for which Tenant is liable hereunder. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the Pledgee Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in order any way with payment to preserve Landlord of the Collateral proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant agrees and acknowledges that (as hereinafter defineda) or preserve its security the Letter of Credit constitutes a separate and independent contract between Landlord and the Bank, (b) Tenant is not a third party beneficiary of such contract, (c) Tenant has no property interest whatsoever in the Collateral;
Letter of Credit or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any proceeding for trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the collection Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or enforcement otherwise.
36.05 Provided that no Event of any indebtedness, obligations or liabilities Default then exists under this Lease and Tenant shall have at all times maintained the Letter of such Pledgor referred to Credit in clauses the amount required hereunder Tenant may reduce the amount of the Letter of Credit as follows:
(a) (i) by $4,907,167.00 (i.e., to the amount of $9,814,333.00) on the sixth (6th) anniversary of the Rent Commencement Date, and thereafter (ii) aboveby $4,907,167.00 (i.e., after an Event to the amount of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing $4,907,167.00) on the Collateraltenth (10th) anniversary of the Rent Commencement Date and thereafter (iii) by $2,000,000 (i.e., or to the amount of any exercise $2,907,167.00) on the twelfth (12th) anniversary of the Rent Commencement Date, provided, that, for the avoidance of doubt, in no event, shall the Letter of Credit be increased by this Section 36.05(a) if the Pledgee Letter of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(vCredit has been decreased pursuant to Section 36.05(b) all amounts paid by any Secured Creditor as to which such Secured Creditor has below the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses applicable threshold set forth in clauses this Section 36.05(a); or
(b) Notwithstanding subsection (a) above, Tenant may reduce the amount of the Letter of Credit as follows: (i) through to the amount of $9,814,333.00, if Tenant shall demonstrate to Landlord’s reasonable satisfaction that it has continuously held liquid assets in excess of Four Hundred Million and 00/100 (v$400,000,000.00) Dollars for the two consecutive quarters immediately prior to the four (4) year anniversary of the Rent Commencement Date (or for two (2) consecutive quarters anytime thereafter), (ii) to the amount of $4,907,167.00, if Tenant shall demonstrate to Landlord’s reasonable satisfaction that it has continuously held liquid assets in excess of Five Hundred Million and 00/100 ($500,000,000.00) Dollars for the two (2) consecutive quarters immediately prior to the six (6) year anniversary of the Rent Commencement Date (or for two (2) consecutive quarters any time thereafter), and (iii) to the amount of $0.00, if Tenant shall demonstrate to Landlord’s reasonable satisfaction that it has continuously held liquid assets in excess of Five Hundred Million and 00/100 ($500,000,000.00) Dollars for the two (2) consecutive quarters immediately prior to the ten (10) year anniversary of the Rent Commencement Date (or for two (2) consecutive quarters anytime thereafter); provided, that, for the avoidance of doubt, in no event, shall the Letter of Credit be increased by this Section 3 6.05 (b) if the Letter of Credit has been decreased pursuant to Section 36.05(a) below the applicable threshold set forth in this Section 36.05(b). Such reduction(s) or increase(s) shall be effected by (x) Tenant exchanging a replacement Letter of Credit meeting the requirements of this Article 36 in the reduced amount for the existing Letter of Credit, or (y) the Bank delivering an amendment to the Letter of Credit reducing the amount thereof (but which does not otherwise amend or modify same), which Landlord shall promptly countersign or authorize in writing if required by the Bank. Landlord acknowledges and agrees that if Tenant provides audited financial statements for Tenant audited by a third-party accounting firm that such financial statements shall be sufficient proof for establishing Tenant’s liquid assets under Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement36.05(b).
Appears in 1 contract
Security. This All Obligations shall be secured by the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. Borrower represents, warrants, and covenants that the Lien granted in the Debenture shall be and shall at all times continue to be a first priority Lien in the Collateral subject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder. Borrower acknowledges that it may have previously entered, and/or may in the future enter, into Bank Services with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority security interest granted in the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by Borrower as security for the Obligations, now or in the future. If this Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturityterminated, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for Bank’s Lien in the respective documentationCollateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, whether or not a claim for post-petition interest is allowed and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its Liens in any such proceeding)the Collateral and all rights therein shall revert to Borrower. In the event (a) of such Pledgor to the Lender Creditors all Obligations (provided, in respect of the Lender Creditors which are Lenders, such aforementioned other than inchoate indemnity obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred underexcept for Bank Services, arising out ofare satisfied in full, or in connection with, the Credit and (b) this Agreement and the other Credit Documents to which such Pledgor is a party (includingDebenture are terminated, Bank shall promptly, at Borrower’s sole cost and expense, terminate the Liens granted in the case of each Pledgor that is a Subsidiary GuarantorDebenture upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementif any.
Appears in 1 contract
Security. This Agreement is made Debtor hereby grants to Secured Party a first and prior security interest in and to each and every Vehicle financed hereunder, whether now owned or hereafter acquired by each Pledgor for way of replacement substitution, addition or otherwise, together with all additions and accessions thereto and all proceeds thereof subject only to any prior security interest in a Vehicle financed by a Receivable Purchase Advance which has been granted by Debtor to Chrysler Corporation and assigned by Chrysler Corporation to Secured Party in connection with the benefit making of such Receivable Purchase Advance. Further, Debtor also hereby grants the Secured Creditors Party a security interest in and to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, Chattel Paper. Accounts whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to earned by performance and including without limitation all amounts due from the Lender Creditors (provided, in respect manufacturer or distributor of the Lender Creditors which are LendersVehicles or any of its subsidiaries or affiliates. Contract Rights, such aforementioned obligationsDocuments, liabilities Instruments, General Intangible Consumer Goods, Inventory of Automotive Parts, Accessories and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans)Supplies, Equipment, Furniture, Fixtures, Machinery, Tools, and Leasehold improvements whether now existing owned or hereafter incurred underacquired by way of replacement, arising out ofsubstitution, addition or otherwise, together with all additions and accessions thereto and proceeds thereof, as additional security for each and every indebtedness and obligation of Debtor as set forth herein. The security interest hereby granted shall secure the prompt, timely and full payment of (1) all Advances, (2) all interest accrued thereon in connection with, accordance with the Credit terms of this Agreement and the Promissory Notes, (3) all other Credit Documents to which such Pledgor is a party (including, in the case indebtedness and obligations of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor Debtor under the Subsidiaries GuarantyPromissory Notes, (4) all costs and the due performance and compliance expenses incurred by such Pledgor with all of the terms, conditions and agreements contained Secured Party in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of the Promissory Notes or of the receivable underlying any indebtednessReceivable Purchase Advance or of the obligations of the Debtor under this Agreement, obligations (5) all monies advanced by Secured Party on behalf of Debtor for taxes, levies, insurance and repairs to and maintenance of any Vehicle or liabilities of such Pledgor referred to in clauses (i) other collateral, and (ii6) aboveeach and every other indebtedness or obligation now or hereafter owning by Debtor to Secured Party including any collection, after an Event enforcement costs and expenses or monies advanced on behalf of Default Debtor in connection with any such other indebtedness or obligations. Nothing in this Agreement shall have occurred require Debtor, in respect of any receivable Purchase Advance, to proceed first under the security interest created by this Agreement or [ILLEGIBLE] under the security interest granted by Debtor to Chrysler Corporation to secure the receivable underlying such Receivable Purchase Advance and assigned by Chrysler Corporation to Secured Party and the remedies of Secured Party under each security interests shall be continuing, cumulative.
3.1 All said security set forth in Paragraph 3.0 above shall hereinafter collectively be called "Collateral". Debtor hereby expressly agrees that the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing term "proceeds" as used in Paragraph 3.0 above shall include without limitation all insurance proceeds on the Collateral, money, chattel paper, goods received in trade including without limitation vehicles received in trade, contract rights, instruments, documents, accounts whether or of any exercise not earned by performance, general intangibles, claims and tort recoveries relating to the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed Collateral. Notwithstanding that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended Advances hereunder are made from time to time after with respect to specific Vehicles, each Vehicle and the date proceeds thereof and all other Collateral hereunder shall constitute security for all obligations of Debtor to Secured Party secured hereunder.
3.2 Debtor hereby agrees that upon request of the Secured Party it will take such action and/or execute and deliver to Secured Party any and all documents (and pay all costs and expenses of recording the same), in form and substance satisfactory to Secured Party, which will perfect in Secured Party a security interest in the Collateral in which Secured Party has or is to have a security interest under the terms of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Security Agreement and Master Credit Agreement (Hometown Auto Retailers Inc)
Security. This Agreement is made by each Pledgor As security for the full and timely payment and performance of all Obligations, the Borrower shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things reasonably necessary in the opinion of the Lender and its counsel to grant to the Lender for the benefit of the Secured Creditors Parties a duly perfected first priority security interest in all Collateral subject to secure:
no prior Lien or other encumbrance except as expressly permitted hereunder. Without limiting the foregoing, the Borrower shall deliver, and shall cause each Guarantor to deliver, to the Lender, in form and substance reasonably acceptable to the Lender, (a) in the event such Guarantor has rights in any Pledged Equity Interests, (i) the full and prompt payment when due (whether at Pledge Agreement which shall pledge the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor Pledged Equity Interests to the Lender Creditors (provided, in respect for the benefit of the Lender Creditors which are LendersSecured Parties, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) if such Pledged Equity Interests are in the full and prompt payment when due (whether at the stated maturityform of certificated securities, by acceleration or otherwise) of all obligationssuch certificated securities, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding together with undated stock powers or other action relating to appropriate transfer documents endorsed in blank pertaining thereto, (b) the bankruptcySecurity Agreement, insolvency(c) Uniform Commercial Code financing statements in form, reorganization or similar proceeding of any Pledgor at substance and number as requested by the rate provided for Lender, reflecting the Lien in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect favor of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing Secured Parties on the Collateral, or of any exercise (d) documents in form, substance and number as requested by the Pledgee Lender for filing with the Federal Patent and Trademark Office, the Federal Copyright Office, or such other places as requested by the Lender, reflecting the Lien in favor of its rights hereunderthe Secured Parties in the Intellectual Property, together with reasonable attorneys’ fees and court costs; and
(ve) Qualifying Control Agreements (as defined in the Security Agreement) as provided in the Security Agreement. In addition, and without limiting the foregoing, the Borrower shall take and cause the Guarantors to take such further action, and deliver or cause to be delivered such further documents, as required by the Security Instruments or otherwise as the Lender may reasonably request to create, prefect and maintain the effectiveness and priority of the Liens contemplated by this Article IIA and each of the Security Instruments. The Borrower shall also, and shall cause each Subsidiary to also, pledge to the Lender for the benefit of the Secured Parties all amounts paid of the Pledged Equity Interests acquired or created on or after the Closing Date, or otherwise acquired by any Secured Creditor as such Subsidiary and not theretofore pledged to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called Lender for the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit benefit of the types described aboveSecured Parties, whether outstanding on and to deliver to the date Lender all of this Agreement or extended from time the documents and instruments in connection therewith as are required pursuant to time after the date terms of this Agreement in accordance with Section 6.12 and of the Credit AgreementSecurity Instruments.
Appears in 1 contract
Sources: Credit Agreement (TRX Inc/Ga)
Security. This Agreement is made by each Pledgor (a) As continuing collateral security for the benefit present and future Obligations of the Secured Creditors Consignee to secure:Scotiabank hereunder and under the other Consignment Documents, Commemorative Brands Holding Corp. (the "Guarantor") shall deliver in favor of Scotiabank (together with registrations, filings and other supporting documentation deemed necessary by Scotiabank to perfect same), in the form attached hereto as Exhibit C, its unsecured guaranty (the "Guaranty") of the present and future Obligations of the Consignee to Scotiabank.
(b) The intent of the parties hereto is to create a true consignment from Scotiabank to the Consignee and not a consignment for security; PROVIDED, HOWEVER, that in order to protect the rights of Scotiabank in the event that either this Agreement and under the other Consignment Documents and the transactions contemplated hereby and thereby are construed at any time with respect to any Gold as other than a true consignment from Scotiabank to the Consignee (including as a result of a Gold Sale), then as security for its Obligations the Consignee hereby grants Scotiabank a Lien on and security interest in and to the Collateral (whether now or hereafter existing). "COLLATERAL" means all of the Consignee's right, title and interest in and to (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement Gold of any case, proceeding quality or other action relating to fineness (including the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities Gold consigned and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loanspurchased under this Agreement), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended located from time to time after at the Plants or the Approved Inventory Locations or in transit or with the Consignee's salesmen, college book stores or jewelry stores as samples, (ii) all Processed Gold located from time to time at the Plants or the Approved Inventory Locations or in transit or with the Consignee's salesmen, college book stores or jewelry stores as samples and (iii) an undivided interest in all proceeds of such Gold, including, to the extent that the Consignee has not returned to Scotiabank and/or purchased pursuant to the terms hereof any amount of Gold that is delivered to any account debtor of the Consignee, an undivided interest in the accounts owing by such account debtor, and related general intangibles (if any) arising from the sale of such Gold (including the Gold and the Gold comprising any Processed Gold) in each case which undivided interest shall be, with respect to any such proceeds, accounts or general intangibles, equal to the ratio that the Dollar Value of such Gold contained in the goods delivered to such account debtor or comprising a part thereof bears to the total cost of such goods. Terms used in the definition of Collateral for which meanings are provided in the U.C.C. are used in the definition of Collateral with such meanings. "Gold Sale" means any sale of Gold by Scotiabank to the Consignee, which sale shall occur at any time the Consignee takes title to any Gold, whether pursuant to paragraph 10 and 11 or at such earlier or other date of as provided by law or court order or decree. To the extent this Agreement and any other Consignment Document and the transactions contemplated hereby and thereby are not construed as a true consignment from Scotiabank to the Consignee, or upon the occurrence of any Gold Sale, the security interest granted pursuant to this paragraph secures the complete and punctual payment of all Obligations of the Consignee, whether now or hereafter existing. To the extent any Gold of any quality or fineness located at a Plant or any Approved Inventory Location becomes part of a product, Scotiabank shall only have and shall continue to have rights or interests in accordance with and to such product to the Credit Agreementextent of an undivided interest in such product that is equal to the ratio that the cost of such Gold contained in such product or comprising a part thereof bears to the cost of such product. In addition, Gold of any quality or fineness (including the Gold) located at a Plant or any Approved Inventory Location that becomes part of a product shall continue to be considered as being consigned to the Consignee hereunder to the same extent as if such Gold did not become part of a product and shall be subject to all the terms hereof and any other Consignment Document (including the continuation of title to such Gold in Scotiabank). Notwithstanding the express intent of the parties hereto that this Agreement and any other Consignment Document and the transactions contemplated hereby be a true consignment from Scotiabank to the Consignee, the Consignee shall file precautionary Uniform Commercial Code financing statements to protect the rights of Scotiabank in and to the Collateral. In furtherance of the intent of the parties hereto that this Agreement and the transactions contemplated hereunder and thereunder are a true consignment from Scotiabank to the Consignee, and not a consignment for security, Scotiabank agrees that for so long as no Event of Default has occurred and is continuing, it will not initiate any action, suit or proceeding claiming that this Agreement or any of the transactions contemplated hereunder are other than a true consignment from Scotiabank to the Consignee.
Appears in 1 contract
Sources: Gold Consignment Agreement (Commemorative Brands Inc)
Security. This Agreement is made In order to secure the due payment and performance by each Pledgor for the benefit Borrower of all of the Secured Creditors Indebtedness, liabilities and obligations of the Borrower to securethe Lender, whether now existing or hereafter arising, under this Agreement, the Note or any of the other Loan Documents, including, without limitation, the due and punctual payment of the principal of and the interest on the Note according to their terms and effect and all fees, costs and expenses from time to time payable to the Lender under the Loan Documents (all such Indebtedness, liabilities and obligations are hereinafter referred to, collectively, as the "Obligations"), the Borrower shall:
(i) concurrently herewith, grant to the full Lender, as secured party, a first Lien on all of the Borrower's Leases financed by the Lender or otherwise included in the Borrowing Base together with all Equipment covered by such Leases, all whether now owned or hereafter acquired, tangible and prompt payment when due (whether at the stated maturityintangible, by acceleration or otherwisethe execution and delivery to the Lender of a security agreement concurrently herewith, in the form of Exhibit C hereto (the "Security Agreement");
(ii) concurrently herewith, grant to the Lender, as secured party, in confirmation of the terms of the Security Agreement, a first Lien on and assign to the Lender all obligationsof the Borrower's right, liabilities title and indebtedness interest in, to and under, all of the Borrower's Leases referred to in subparagraph 2.15(i) above, including all security deposits and additional collateral it receives from lessees under such Leases, by the execution and delivery to the Lender of an assignment of leases concurrently herewith, in the form of Exhibit D hereto (includingthe "Assignment of Leases");
(iii) pursuant to Article 4, without limitationfile all UCC financing statements with respect to all Collateral under the Security Agreement, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating UCC financing statements required to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor assign to the Lender Creditors (providedany Liens filed by the Borrower against lessees under such Leases referred to in this Section 2.15 and, in respect subject to Section 6.8, stamp each file containing an original executed counterpart of each Lease of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, Borrower with the Credit Agreement and the other Credit Documents legend required pursuant to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the CollateralSection 6.8.;
(iv) execute and deliver or cause to be executed and delivered such other agreements, instruments and documents (including but not limited to assignments to the Lender of UCC-1 Financing Statements filed by the Borrower against lessees or sublessees under Leases) as the Lender may reasonably require in order to effect the event purposes of any proceeding for the collection or enforcement Security Agreement, the Assignment of any indebtednessLeases and this Agreement (the Security Agreement, obligations or liabilities the Assignment of Leases, UCC Financing Statements, and such Pledgor other agreements, instruments and documents are referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, collectively as the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement"Security Documents").
Appears in 1 contract
Security. This Agreement is made by each Pledgor (a) As security for the prompt payment and performance of all Secured Obligations of Borrower, Borrower has heretofore granted and assigned or shall grant and assign, in accordance with the provisions of the Collateral Documents applicable to Borrower, to the Collateral Agent for the benefit of the Secured Creditors with respect to secure:
(i) all of Borrower’s Secured Obligations, all of its right, title and interest in and to all of the full Collateral. Additionally, all Secured Obligations shall be guaranteed by each Guarantor under the Guarantee and prompt payment when due (whether at Collateral Agreement and the stated maturityOperating Bank Guaranty, to the extent provided therein, and the obligations of the Guarantors under the Guarantee and Collateral Agreement and the Operating Bank Guaranty shall be secured pursuant to the terms of the Collateral Documents required to be executed and delivered by acceleration or otherwise) them hereunder. Upon the effective date of the sale of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing stock owned by Borrower or hereafter incurred under, arising out any Subsidiary of, or the effective date of the sale of all of the assets of, any Guarantor permitted hereunder, such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement.
(b) Upon the application by the Borrower or any Subsidiary of any Reinvestment Proceeds to the acquisition of any new property or assets, the Borrower or such Subsidiary at its expense shall immediately cause such acquired property or assets to become subject to Liens and security interests in favor of the Collateral Agent to secure the Secured Obligations to the same extent, and with the same priority, as the Liens and security interests which covered or extended to the property or assets the disposition of which gave rise to such Reinvestment Proceeds, provided, however, that if any portion of the gross proceeds realized upon the disposition of such asset were applied to discharge any Debt or other obligations secured by a Lien on such assets which was prior to the Liens granted under the Collateral Documents, then there shall not be permitted to be any Lien on the replacement property, other than Liens under the Collateral Documents, except for Liens permitted pursuant to clause (iv) of the definition of “Permitted Liens” in connection withwith the acquisition of such replacement assets, provided that such Liens do not secure Debt or other obligations in an amount in excess of the Credit Debt or other obligations discharged with respect to the asset disposed of (except for acquisitions of individual items of replacement exercise equipment which may be subject to purchase money financing on customary terms in accordance with the practices of the Borrower and its Subsidiaries). Upon any such acquisition, such acquired property or assets shall be deemed to constitute Collateral for all purposes of this Agreement and the Collateral Documents, any collateral documents executed and delivered by the Borrower or any of its Subsidiaries to grant the liens and security interests required by this Section shall be deemed to be Collateral Documents for all purposes of this Agreement and the other Credit Documents to which Documents, and any such Pledgor is a party (including, in the case application of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities Reinvestment Proceeds and indebtedness acquisition of such Pledgor under the Subsidiaries Guaranty) property or assets shall be deemed a representation and the due performance and compliance by such Pledgor with all warranty that, as of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of such acquisition, all representations and warranties contained in this Agreement or extended from time and the Collateral Documents applicable to time after the date of this Agreement such Collateral are true and correct in accordance with the Credit Agreement.all material respects. 46
Appears in 1 contract
Sources: Credit Agreement (Bally Total Fitness Holding Corp)
Security. This Agreement A. On or before the date that is made by each Pledgor three days after -------- Sublessor notifies Sublessee that Sublessor has received the Consent to Sublease, Sublessee shall deposit and shall thereafter maintain at all times with Sublessor until the date that is thirty (30) days after the expiration of the Term, as a security deposit (the "Security") for the benefit faithful performance and observance by Sublessee of the Secured Creditors to secure:covenants, agreements, terms, provisions and conditions of this Sublease, the sum of Three Thousand Eight Hundred Thirty Three and 34/100 Dollars ($3,833.34).
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest B. It is agreed that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, event Sublessee defaults in respect of any of the Lender Creditors covenants, agreements, terms, provisions and conditions of this Sublease (after notice and the expiration of any applicable grace period), Sublessor may use, apply or retain such part of the Security as shall be equal to the sum as to which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only Sublessee is in default or for such Lenders (in such capacity) any sum which Sublessor may expend or may be required to expend by reason of Sublessee's default in respect of Loans)any of the covenants, agreements, terms, provisions and conditions of this Sublease, including, but not limited to, any damages or deficiency in the re-letting of the Subleased Premises, whether now existing such damages or hereafter incurred underdeficiency occurred before or after summary proceedings or other re-entry by Sublessor. Sublessor shall not be required to so use, arising out ofapply or retain any part of the Security, but if any part thereof is so used, applied or retained in connection withaccordance with the provisions of this Section, Sublessee shall, upon demand, immediately deposit with Sublessor an amount equal to the Credit Agreement amount so used, applied or retained.
C. In the event that Sublessee shall fully and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor faithfully comply with all of the terms, provisions, covenants, agreements and conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under of this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty)Sublease, any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect unapplied Security shall be returned to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein Sublessee within ten (all such obligations, liabilities and indebtedness described in this clause (ii10) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time days after the date fixed as the end of this Agreement in accordance with Sublease and after delivery of the Credit Agreemententire possession of the Subleased Premises to Sublessor.
Appears in 1 contract
Sources: Sublease Agreement (Xoom Inc)
Security. This Agreement is made (a) The Obligations shall be secured by each Pledgor for the benefit of the Secured Creditors second priority Liens (subject only to secure:
Permitted Encumbrances and Immaterial Title Deficiencies) covering and encumbering (i) Mineral Interests owned by the full and prompt payment when due (whether at Credit Parties constituting not less than 80% of the stated maturity, by acceleration or otherwise) Recognized Value of all obligationsProved Mineral Interests then owned by the Credit Parties included in the then-current Borrowing Base, liabilities (ii) all of the issued and indebtedness outstanding Equity Interests in the Borrower, (iii) all of the issued and outstanding Equity Interests directly owned by the Borrower in each existing and future (x) Domestic Restricted Subsidiary of the Borrower and (y) to the extent no material adverse tax consequences would result, Foreign Restricted Subsidiary of the Borrower, and (iv) all of the issued and outstanding Equity Interests directly owned by each First Tier Restricted Subsidiary in each existing and future (x) Domestic Restricted Subsidiary of such First Tier Restricted Subsidiary and (y) to the extent to material adverse tax consequences would result, Foreign Restricted Subsidiary of such First Tier Restricted Subsidiary. The Borrower and Parent hereby consent and authorize the Lender, and its agents, to file any and all necessary financing statements under the Uniform Commercial Code (as in effect in the State of New York from time to time) assignments or continuation statements as necessary from time to time (in the Lender’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Documents.
(b) On the Closing Date and on or before each Redetermination Date after the Closing Date, and at such other times as the Lender shall reasonably request, the Borrower and Parent shall, and shall cause each other Credit Party that owns Borrowing Base Properties to, deliver to the Lender Mortgages duly executed by such Credit Party, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Lender, including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating UCC financing statements and/or amendments to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to financing statements as the Lender Creditors (providedshall deem necessary or appropriate to grant, in respect of evidence and perfect the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacityLiens required by Section 6.14(a) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements Mineral Interests then held by such Credit Party which are not the subject of existing second priority, perfected Liens securing the Obligations as required by Section 6.14(a).
(c) Promptly upon (i) the creation or Other Hedging Agreementsacquisition by the Borrower of any Restricted Subsidiary, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, creation or acquisition by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement any First Tier Restricted Subsidiary of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors underRestricted Subsidiary, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any Unrestricted Subsidiary becoming a Restricted Subsidiary, the Borrower or such First Tier Restricted Subsidiary (as applicable) shall execute and all sums advanced deliver to the Lender an addendum to the Pledge Agreement pursuant to which the Equity Interests owned by the Pledgee Borrower or such First Tier Restricted Subsidiary in order such Restricted Subsidiary shall be pledged to preserve the Collateral Lender (as hereinafter defined) or preserve its security interest in to the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtednessextent no material adverse tax consequences would result therefrom), obligations or liabilities of such Pledgor referred to in clauses together with (i) and to the extent such Equity Interests are certificated, at such times as permitted by the Subordination Agreement, all certificates (or other evidence acceptable to the Lender) evidencing such Equity Interests, which shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and/or (ii) abovesuch UCC financing statements and/or amendments to financing statements as the Lender shall deem necessary or appropriate to grant, after an Event of Default shall have occurred evidence and be continuing, perfect the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise Liens required by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(vSection 6.14(a) all amounts paid by any Secured Creditor as to which in such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit AgreementEquity Interests.
Appears in 1 contract
Sources: Subordinated Credit Agreement (Encore Energy Partners LP)
Security. This Agreement is made by each Pledgor 13.1. Within five (5) business days following the Commencement Date, Subtenant shall deliver to Sublandlord, as security for the benefit performance of Subtenant’s obligations under this Sublease (the Secured Creditors “Security”), a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) in the amount of $438,000.00 (the “Security Amount”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the City of New York (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to secure:
qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by ▇▇▇▇▇’▇ Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications). The Letter of Credit shall (i) name Sublandlord as beneficiary, (ii) be in the amount of the Security Amount, (iii) have a term of not less than one year, (iv) permit multiple drawings, (v) be fully transferable by Sublandlord multiple times without the consent of Subtenant, and (vi) be payable to Sublandlord or an authorized representative of Sublandlord upon presentation of only the Letter of Credit and a sight draft and shall not contain as a condition to a draw the requirement of Sublandlord’s certification or other statement as to the existence of Subtenant’s default, and (vii) otherwise be in form and content reasonably satisfactory to Sublandlord. If upon any transfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Subtenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term through the date that is at least sixty (60) days after the Expiration Date, unless the Issuing Bank sends a notice (the “Non-Renewal Notice”) to Sublandlord by certified mail, return receipt requested, not less than sixty (60) days prior to the then-current expiration date of the Letter of Credit, stating that the Issuing Bank has elected not to renew the Letter of Credit. Sublandlord shall have the right, upon receipt of a Non-Renewal Notice, to draw the full and prompt payment when due (whether at amount of the stated maturityLetter of Credit, by acceleration sight draft on the Issuing Bank, and shall thereafter hold or otherwise) apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article 13. The Letter of Credit shall state that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in New York City or by overnight courier (e.g., FedEx). The Letter of Credit shall be subject in all obligationsrespects to the International Standby Practices 1998, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after International Chamber of Commerce Publication No. 590.
13.2. If Subtenant defaults in the commencement payment or performance of any caseof the terms, proceeding covenants or other action relating conditions of this Sublease beyond applicable notice and grace periods, including the payment of Rent, Sublandlord may use, apply or retain the whole or any part of the cash Security or may notify the Issuing Bank and thereupon receive all or a portion of the Security represented by the Letter of Credit, and use, apply, or retain the whole or any part of such proceeds, as the case may be, to the bankruptcy, insolvency, reorganization or similar proceeding extent required for the payment of any Pledgor at the rate provided for Rent or any other sum as to which Subtenant is in the respective documentationdefault. If Sublandlord uses, whether applies or not a claim for post-petition interest is allowed in retains any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect part of the Lender Creditors which are LendersSecurity, such aforementioned obligationsSubtenant, liabilities within ten (10) days of demand, shall deposit with Sublandlord the amount so applied or retained so that Sublandlord shall have the full Security Amount on hand at all times during the Term. If Subtenant shall fully and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor faithfully comply with all of the terms, covenants and conditions of this Sublease, the Security (or so much thereof as remains) shall be returned to Subtenant within thirty (30) days after the Expiration Date and agreements contained after delivery of possession of the Subleased Premises to Sublandlord in the Credit Agreement and manner required by this Sublease. Subtenant expressly agrees that Subtenant shall have no right to apply any portion of the Security against any of Subtenant’s obligations to pay Rent hereunder.
13.3. Upon an assignment by Sublandlord of its interest in such other Credit Documents (all such obligationsthe ▇▇▇▇▇▇▇▇▇, liabilities and indebtedness under this clause (i)Sublandlord shall have the right to transfer any cash Security or the Letter of Credit, except as applicable, to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with assignee. With respect to the outstanding Loans Letter of Credit, within ten (10) days after notice from time Sublandlord of any such anticipated assignment, Subtenant, at its sole cost, shall arrange for the transfer of the Letter of Credit to timethe new sublandlord, whether as designated by Sublandlord in the foregoing notice, or to have the Letter of Credit reissued in the name of the new sublandlord. Subtenant shall look solely to the new landlord for the return of such Interest Rate Protection Agreement cash Security or Other Hedging Agreement is now in existence or hereafter arisingLetter of Credit, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) provisions of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” 13.3 shall include extensions of credit apply to every transfer or assignment made of the types described aboveSecurity to a new Sublandlord. Subtenant will not assign or encumber, whether outstanding on or attempt to assign or encumber, the date cash Security or Letter of Credit, and neither Sublandlord nor its successors or assigns shall be bound by any such actual or attempted assignment.
13.4. Simultaneously with the execution of this Agreement or extended from time Sublease, Subtenant shall deliver a cash security deposit in the Security Amount. The cash Security shall be promptly returned to time after Subtenant upon ▇▇▇▇▇▇▇▇▇▇▇’s receipt of the date Letter of Credit.
13.5. Upon execution of this Agreement Sublease, Subtenant shall cause ▇▇▇▇▇▇ ▇▇▇▇▇▇, an officer of Subtenant, to execute and deliver to Sublandlord, a Good ▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with the Credit Agreement.form annexed hereto as Exhibit C.
Appears in 1 contract
Security. This Agreement is made by each Pledgor Simultaneously with the execution of this Lease, Tenant shall deposit with Landlord a sum in the amount set forth in the Data Sheet as a security deposit. Such security deposit shall be considered security for the benefit faithful payment and performance, by Tenant of all covenants, conditions and agreements of this Lease, but in no event shall the Landlord be obliged to apply the same upon rents, or other charges in arrears or upon damages for the Tenant's failure to perform the said covenants, conditions and agreements; but the Landlord, may so apply the security, at its option; and the Landlord's right to bring a special proceeding to recover or otherwise to obtain possession of the Secured Creditors leased premises before or after Landlord's declaration of the termination of this Lease for non-payment of rent or for any other reason, shall not, in any event, be affected by reason of the fact that the Landlord holds this security. The said sum, if not applied toward the payment of rent in arrears or toward the payment of damages suffered by the Landlord by reason of the Tenant's breach of the covenants, conditions and agreements of this Lease, is to secure:
(i) be returned to the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, Tenant without limitation, principal, premium, interest, fees except as provided by law, when this Lease is terminated, according to these terms, and indemnities (including, without limitation, all interest in no event is the said security to be returned until the Tenant has vacated the leased premises and delivered possession to the Landlord. In the event that accrues after the commencement Landlord repossesses itself of any case, the leased premises whether by special proceeding or other action relating re-entry or otherwise became of the Tenant's default or because of the Tenant's failure to carry out the covenants, conditions and agreements of this Lease, the Landlord may apply the said security upon all damages suffered to the date of said repossession and may retain the said security to apply upon such damages as may be suffered or accrue thereafter by reason of the Tenant's default or breach. In the event any bankruptcy, insolvency, reorganization or similar proceeding other creditor-debtor proceedings shall be instituted by or against Tenant, or its successors or assigns, or any guarantor of Tenant hereunder, such security deposit shall be deemed to be applied First to the payment of any Pledgor at rents and/or other charges due Landlord for all periods prior to the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) institution of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement proceedings and the other Credit Documents to which such Pledgor is a party (includingbalance, in the case of each Pledgor that is a Subsidiary Guarantorif any, all such obligations, liabilities and indebtedness of such Pledgor under security deposit may be retained by Landlord in partial liquidation of Landlord's damages. The Landlord shall not be obligated to keep the Subsidiaries Guaranty) and said security deposit as a separate fund, but may commingle the due performance and compliance by such Pledgor said security deposit with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in own funds. In the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default Landlord shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after elect to apply all or pan of the date security deposited by Tenant pursuant to this section, then Tenant shall, in such event upon five (5) days notice in writing, deposit with Landlord additional security so that at all times Landlord shall have in its possession security in the amount set forth in this section. In the event of this Agreement the sale or transfer of Landlord's interest in accordance with the Credit Agreementbuilding in which leased premises are located, Landlord shall transfer the security deposit to such purchaser or transferee, in which event Tenant shall be entitled to look to the new landlord for the return of the security deposit, and Landlord shall thereupon be released from all liability to Tenant for the return of such security deposit. Tenant agrees that it will not took to any trustee, mortgagee or successor in tide to the budding, for accountability for any security deposit or related sums held by Landlord or its successor landlords hereunder, unless and only to the extent such sums have actually been received by said mortgagee, trustee or successor in tide.
Appears in 1 contract
Sources: Lease Agreement (Cinema Ride Inc)
Security. This Agreement is made by each Pledgor As security for the benefit its obligations to ▇▇▇▇▇▇ Micro hereunder and as security for payment of the Secured Creditors ▇▇▇▇▇▇ Micro Debt, Creditor hereby assigns to secure:
▇▇▇▇▇▇ Micro, and grants to ▇▇▇▇▇▇ Micro a security interest in, the Subordinated Debt and any instrument or other document evidencing the same. Creditor and Customer will do all things necessary in the opinion of ▇▇▇▇▇▇ Micro to protect the rights of ▇▇▇▇▇▇ Micro hereunder. Creditor hereby authorizes ▇▇▇▇▇▇ Micro to prepare and file such UCC financing statements and other documents as may be reasonably necessary to perfect ▇▇▇▇▇▇ Micro’s security interest in the Subordinated Debt, and Creditor shall deliver to ▇▇▇▇▇▇ Micro all promissory notes and other instruments which may evidence the Subordinated Debt, duly endorsed to ▇▇▇▇▇▇ Micro. Creditor hereby represents and warrants to ▇▇▇▇▇▇ Micro that (ia) the full Subordinated Debt is now outstanding, the original instruments evidencing the Subordinated Debt, have been duly authorized by Customer, have not been amended or otherwise modified and prompt payment constitute the legal, valid and binding obligation of Customer enforceable against Customer in accordance with their terms, and (b) Creditor owns the Subordinated Debt now outstanding free and clear of any lien, security interest, charge or encumbrance. Upon the failure by Customer to pay when due (any of the ▇▇▇▇▇▇ Micro Debt, whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (includingor upon the default in any document or instrument pertaining to or evidencing the ▇▇▇▇▇▇ Micro Debt, ▇▇▇▇▇▇ Micro may, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement limitation of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (providedprovision herein, in respect its name or the name of the Lender Creditors which are LendersCreditor, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of take any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of the Subordinated Debt, may receive the proceeds thereof and give acquittances therefore and after deducting the costs and expenses of any indebtednessaction taken, obligations or liabilities including reasonable counsel fees, may apply such proceeds to the ▇▇▇▇▇▇ Micro Debt, accounting to Creditor for any balance remaining. Creditor irrevocably appoints ▇▇▇▇▇▇ Micro as the lawful attorney and agent of Creditor to execute financing statements on behalf of Creditor and to file such Pledgor referred to financing statements signed by ▇▇▇▇▇▇ Micro alone in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreementpublic office.
Appears in 1 contract
Security. This INTEREST Seller hereby grants to SCI, as security for all present and future Obligations of Seller to SCI under this agreement, a continuing first lien superior in priority and dignity to all others, in all accounts whether or not specifically purchased by SCI under this Agreement, whether now existing or hereafter arising, together with all documents, instruments, chattel paper and the computer software programs, stored date, aging schedules, customer lists, books, records, returns, deposits and credit balances thereto and the proceeds thereof, together with all returned merchandise and all property of Seller at any time coming into SCI's possession. As used in this Agreement, the term "Obligations" means and includes all loans, advances, debts, liabilities, obligations, debit balances, covenants and duties, of every kind and description, owing by Seller, any Affiliate, Parent or Subsidiary of Seller, to SCI under this Agreement is made or otherwise (whether or not evidenced by each Pledgor any note or other instrument and whether or not for the benefit payment of the Secured Creditors money), direct or indirect, absolute or contingent, due or to secure:
(i) the full and prompt payment when due (whether at the stated maturitybecome due, by acceleration now existing or otherwise) of all obligationshereafter arising, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after interest, fees, charges, expenses and attorneys' fees for which Seller is obligated hereunder. As used in this Agreement, the commencement of terms "Parent", "Affiliate". Or "Subsidiary" means any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization corporation or similar proceeding of any Pledgor at legal entity under common control with Seller. Seller shall execute and deliver to SCI all financing statements and other documents and instruments that SCI may request to perfect, protect, or establish the rate provided for in the respective documentation, whether or not a claim for post-petition security interest is allowed in (s) granted hereunder and Seller authorizes SCI to execute and file alone any such proceedingfinancing statements disclosing SCI's security interest (s)) of such Pledgor . Recourse to security shall not be required and Seller shall at all times remain liable for the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) repayment on demand of all obligations, liabilities our indebtedness arising hereunder and indebtedness (including, without limitation, for all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Master Purchase and Sale Agreement (Nova Pharmaceutical Inc)
Security. This Agreement is made The Notes and the other indebtedness hereunder shall be secured by each Pledgor for the benefit of the Secured Creditors to secure:
(i) the full and prompt payment when due (whether at the stated maturityall loans from Borrower to Borrower's Clients, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred underto come into existence, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) all accounts receivable of Borrower not sold pursuant to the full Sale Agreement (the "COLLATERAL ACCOUNTS") now existing or hereafter to come into existence, (iii) all instruments, chattel paper, documents and prompt payment when due general intangibles of Borrower evidencing same, now owned or hereafter acquired, (whether at the stated maturity, by acceleration or otherwiseiv) an assignment of all obligationssecurity interests, liabilities mortgages and indebtedness liens securing the foregoing, and (includingv) all proceeds of the foregoing (collectively, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating "COLLATERAL").
(1) With respect to the bankruptcyCollateral that is comprised of (i) chattel paper, insolvencydocuments and other such instruments evidencing both an obligation and security interest or lease of specific goods, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not and (ii) promissory notes and other such negotiable instruments evidencing a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor right to the Other Creditors underpayment of money and are transferred by way of endorsement, or Borrower shall conspicuously mark same with the fo▇▇▇▇ing indorsement: "IF THIS IS CHATTEL PAPER OR OTHER SUCH INSTRUMENT EVIDENCING BOTH AN OBLIGATION AND SECURITY INTEREST OR LEASE OF SPECIFIC GOODS, IT IS HEREBY ASSIGNED TO BANK ONE, TEXAS, N.A., AS AGENT, UNDER THAT CERTAIN THIRD AMENDED AND RESTATED LETTER LOAN AGREEMENT DATED AUGUST ___, 1997, AS AMENDED; IF THIS IS A PROMISSORY NOTE OR OTHER SUCH NEGOTIABLE INSTRUMENT EVIDENCING A RIGHT TO THE PAYMENT OF MONEY IT IS HEREBY INDORSED PAY TO THE ORDER OF BANK ONE, TEXAS, N.A., WITH FULL RECOURSE."
(2) With respect to (including, in the case of each Pledgor Collateral that is secured by a Subsidiary Guarantorsecurity interest in personal property (or otherwise subject to the Business and Commerce Code of Texas), all such obligationswhich is evidenced by a security agreement, liabilities and indebtedness Borrower shall, upon request of Agent, assign to Lenders the benefit of such Pledgor under security agreement by the Subsidiaries Guaranty)following legend on the security agreement: "ALL RIGHTS AND INTEREST IN AND TO THIS SECURITY AGREEMENT ARE ASSIGNED TO BANK ONE, any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations TEXAS, N.A., AS AGENT, UNDER THAT CERTAIN THIRD AMENDED AND RESTATED LETTER LOAN AGREEMENT DATED AUGUST __, 1997, AS AMENDED."
(3) Borrower shall (i) assign to Lender all real property lien rights (with respect to the outstanding Loans from time to timeCollateral that is secured by a lien in real property) by execution of assignments of notes and liens (in the form annexed hereto as EXHIBIT "F"), whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called upon request of Agent, assign to Lenders all security interests (with respect to security interests that are perfected by UCC filing) by execution of a UCC-3 assignment (in the “Other Obligations”form annexed hereto as EXHIBIT "G");
, and (iii) any revise such legends, endorsements and all sums advanced by the Pledgee assignments in order Agent's sole discretion to preserve effectively indicate that the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;has been assigned to Lenders to secure Borrower's obligations hereunder.
(iv4) Borrower shall promptly deliver all original Collateral and assignments to a location designated by Agent, and shall take all other actions requested by Agent to maintain and perfect Lenders' security interests in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.
Appears in 1 contract
Sources: Loan Agreement (KBK Capital Corp)
Security. This Agreement is made by each Pledgor for The Borrower agrees that at all times, the benefit of Administrative Agent shall have an Acceptable Security Interest in the Secured Creditors applicable Collateral as required below, subject to secure:
(i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating permitted releases pursuant to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date terms of this Agreement or extended from time the Security Documents, to time secure the performance and payment of the Secured Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Property, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Borrower; (ii) (x) 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary and are not Voting Securities and (y) 65% of the outstanding Voting Securities issued by any such First Tier Foreign Subsidiary; and (iii) all other Properties of the Credit Parties and their respective Domestic Restricted Subsidiaries, in each case, other than Excluded Collateral. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Credit Party after the Closing Date until the date that is (a) if such Mortgage relates to a Property that is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgage relates to a Property that is located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Property is located in a “special flood hazard area”, (A) a notification to the applicable Credit Parties of that fact and (if applicable) notification to the applicable Credit Parties that flood insurance coverage is not available and (B) evidence of receipt by the applicable Credit Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance. For the avoidance of doubt, notwithstanding the preceding provisions of this Agreement in accordance with Section 5.6 or any other provisions of the Credit AgreementDocuments, none of the Property of any Foreign Subsidiary shall ever serve as collateral or other security for the Facility and no actions outside of the United States shall be required with respect to any Collateral other than the filing of a PPSA or similar financing statement with respect to equity interests in First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary.
Appears in 1 contract
Security. This Agreement FINAL.3.23.07 DHL KT RL
(h) will at all times keep all of its Inventory and other Goods insured under policies maintained with reputable, financially sound insurance companies against loss, damage, theft and other risks to such extent as is made customarily maintained by each Pledgor for the benefit of companies similarly situated, and cause all such policies to provide that loss thereunder shall be payable to the Secured Creditors to secure:
Party as its interest may appear (iit being understood that (A) so long as no Event of Default shall be existing, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of Secured Party shall deliver any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) proceeds of such Pledgor insurance which may be received by it to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) Debtor and (iiB) above, after whenever an Event of Default shall have occurred and be continuingexisting, the reasonable expenses Secured Party may apply any proceeds of retakingsuch insurance which may be received by it toward payment of the Secured Obligations, holdingwhether or not due, preparing for sale in such order of application as the Secured Party may determine), and such policies or leasecertificates thereof shall, selling if the Secured Party so requests, be deposited with or otherwise disposing furnished to the Secured Party;
(i) will take such actions as are reasonably necessary to keep its Goods in good repair and condition;
(j) will take such actions as are reasonably necessary to keep its Equipment in good repair and condition and in good working order, ordinary wear and tear excepted;
(k) will promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against the ownership, operation, possession, maintenance or use of or realizing on the Collateralits Equipment and other Goods;
(l) will take all steps reasonably necessary to protect, or of any exercise by the Pledgee preserve and maintain all of its rights hereunder, together with reasonable attorneys’ fees in the Collateral and court costs; andwill keep all of the tangible Collateral in the United States;
(vm) all amounts paid by will promptly notify the Secured Party in writing upon acquiring or otherwise obtaining any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time Collateral after the date hereof consisting of this Agreement Deposit Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel Paper and, upon the request of the Secured Party, will promptly execute such other documents, and do such other acts or things deemed appropriate by the Secured Party to confer upon the Secured Party control (as defined in accordance the UCC) with the Credit Agreement.respect to such Collateral;
Appears in 1 contract
Security. This Agreement (a) It is made intended by each Pledgor Lessor and Lessee that the Maintenance Reserves payable to Lessor pursuant to Section 5.4 are amounts paid by Lessee to Lessor in consideration for Lessor acquiring the benefit Aircraft and removing the Aircraft from the market, the use of the Aircraft by Lessee and the satisfaction of Lessee's obligations under this Agreement and that, once paid, those monies irrevocably and unconditionally shall be the property of Lessor. Notwithstanding that stated intent, if and to the extent that those monies or any thereof, under any applicable law or otherwise, are determined to be security deposits or otherwise the property of Lessee or if it is so determined those monies are a debt owed to Lessee or that Lessee shall have any interest in those monies (the "Maintenance Reserve Account"), the parties agree that subsections (c), (d) and (e) below shall apply.
(b) It is further intended by Lessor and Lessee that Aircraft Deposit payable by Lessee to Lessor pursuant to Section 5.1 and, if applicable, the Insurance Security Deposit contemplated by the first paragraph of Schedule 4 (collectively the "Deposits") are security deposits to faithfully secure the satisfaction by Lessee of its obligations under the Agreement.
(c) To the fullest extent permitted by law and by way of continuing security, Lessee grants to Lessor a security- interest in the Maintenance Reserve Account, the Deposits and all rights of Lessee to payment thereof, the debt represented thereby and/or any and all interest of Lessee therein to Lessor by way of first priority security interest as security for Lessee's obliga- tions and liabilities under this Agreement and the Other Agree- ments (the "Secured Creditors Liabilities"). Except as expressly permitted under Section 7.2 of this Agreement, Lessee will not be entitled to securepayment of the Maintenance Reserve Account. Lessee will not assign, transfer or otherwise dispose of all or part of its rights in the Maintenance Reserve Account, the Deposits, and Lessee agrees that it will enter into any additional documents and instruments necessary or reasonably requested by Lessor to evidence, create or perfect Lessor's rights to the Maintenance Reserve Account and the Deposits.
(d) If Lessee fails to comply with any provision of this Agreement or any Event of Default has occurred and is continuing Lessor may immediately or at any time thereafter, without prior notice to Lessee:
(i) Set-off all or any part of the full and prompt payment when due (whether at Secured Liabilities against the stated maturity, by acceleration or otherwise) liabilities of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, Lessor in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection with, Maintenance Reserve Account and/or the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)Deposits;
(ii) Apply or appropriate the full and prompt Maintenance Reserve Account and/or the Deposits in or towards the payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect discharge of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether Secured Liabilities in such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costsLessor sees fit; and
(ve) all amounts paid by any Secured Creditor as to which such Secured Creditor If Lessor has exercised the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth set-off described in clauses sub-clause (id) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on Lessee shall, following a demand in writing from Lessor, promptly restore the date of this Agreement or extended from time Maintenance Reserve Account and/or the Deposits to time after the date of this Agreement in accordance with the Credit Agreementlevel at which they stood immediately prior to such set-off.
Appears in 1 contract
Sources: Aircraft Lease Agreement (Vanguard Airlines Inc \De\)
Security. This Agreement is made For the purpose of securing the prompt and complete payment and performance by each Pledgor for the benefit Borrower of all of the Secured Creditors Obligations, Borrower does unconditionally and irrevocably hereby grant to secure:Lender a first priority security interest in, and a Lien upon, the following assets of Borrower, whether now owned or hereafter acquired (such assets being herein referred to as the “Collateral”):
(a) all other accounts, contract rights, general intangibles, documents, instruments, chattel paper, inventory, equipment and proceeds of Borrower related solely to the Additional Resorts and Pledged Intervals and not other Timeshare Interests or Timeshare Units;
(b) all Books and Records;
(c) all of Borrower’s right, title and interest of whatever character (whether as owner, vendor, mortgagee, chattel lessee, Declarant, Timeshare Unit owner, Timeshare Interest owner or otherwise, whether vested or contingent and whether now owned or hereafter acquired) in and to the Pledged Intervals and the Additional Resorts;
(d) all of Borrower’s right, title and interest of whatever character (whether as owner, chattel lessee, Declarant, Timeshare Unit owner, Timeshare Interest owner, or otherwise, whether vested or contingent and whether now owned or hereafter acquired) in and to any and all judgments, settlements, claims, awards, insurance proceeds and other proceeds and compensation, and any interest thereon (collectively, “Compensation”), now or hereafter made or payable in connection with (i) any casualty or other damage to all or any part of any Pledged Interval or Additional Resort, (ii) any condemnation proceedings affecting any Pledged Interval or Additional Resort or any rights thereto or any interest therein, (iii) any damage to or taking of any Pledged Interval or Additional Resort or any rights thereto or any interest therein arising from or otherwise relating to any exercise of the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) power of all obligations, liabilities and indebtedness eminent domain (including, without limitation, principalany and all Compensation for change of grade of streets or any other injury to or decrease in the value of any Pledged Interval), premiumor any conveyance in lieu of or under threat of any such taking, interest(iv) any and all proceeds of any sale, fees assignment or other disposition of any Pledged Interval or Additional Resort or any rights thereto or any interest therein, (v) any and indemnities all proceeds of any other conversion (whether voluntary or involuntary) of any Pledged Interval or Additional Resort or any rights thereto or any interest therein or to cash or any liquidated claim, and (vi) any and all refunds and rebates of or with respect to any Insurance Premium, any Imposition or any other charge for utilities relating to any Pledged Interval or Additional Resort (including, without limitation, any and all refunds and rebates of or with respect to any deposit or prepayment relating to any such Insurance Premium, Imposition or charge), and any and all interest thereon, whether now or hereafter payable or accruing; AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(e) all of Borrower’s right, title and interest in, to and under (including, without limitation, all interest that accrues after the commencement revenues, proceeds, rents and other benefits derived from) any franchises, permits, trade names, trademarks (and goodwill associated therewith), approvals, leasehold interests (whether as lessor or lessee or sublessor or sublessee), management contracts, marketing contracts, maintenance contracts, utility contracts, security contracts, other servicing contracts, licensing contracts or other similar contracts, and all guaranties of any of the foregoing or any other guaranties issued to Lender for the direct or indirect benefit of Borrower relating, in each case, proceeding or other action relating to the bankruptcyAdditional Resorts;
(f) all of Borrower’s right, insolvencytitle and interest of whatever character (whether as owner, reorganization vendor, mortgagee, chattel lessee, Declarant, Unit owner, Timeshare Unit owner, Timeshare Interest owner or similar proceeding of any Pledgor at the rate provided for in the respective documentationotherwise, whether vested or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities contingent and indebtedness shall arise only for such Lenders (in such capacitywhether now owned or hereafter acquired) in respect of Loans)and to (i) the Additional Resorts, whether including, without limitation, all Timeshare Interests (now existing or hereafter incurred undercreated) (whether sold or unsold), arising out of(ii) all building materials, supplies and other Property now or hereafter stored at or delivered to an Additional Resort or any other location for installation in or on an Additional Resort, (iii) any and all plans, specifications, drawings, books, records, marketing materials and similar items now or hereafter relating to an Additional Resort, the operation and use thereof, any rights of Borrower thereto or any interest therein, (iv) any construction contract and the architect and engineering contracts entered into or to be entered into by Borrower in connection withwith the construction and development of an Additional Resort and (v) any payment, performance or other surety bonds obtained by any contractor or subcontractor in connection with the Credit Agreement development and the other Credit Documents to which such Pledgor is a party (including, in the case construction of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty) and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, liabilities and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”)an Additional Resort;
(g) all other “Mortgaged Property,” as such term is defined in each Mortgage and all options that Borrower may obtain; and
(h) all proceeds arising from the rent or sale of unsold (i) Pledged Intervals or (ii) fee simple ownership interests of Borrower in an Additional Resort; whether such Collateral shall be presently in existence or whether it shall be acquired or created by Borrower at any time hereafter, wherever located, together with the full products and prompt payment when due (whether at the stated maturityproceeds thereof, by acceleration or otherwise) of all obligationsand any replacements, liabilities additions and/or accessions thereto and indebtedness substitutions thereof and after-acquired property. Borrower consents and agrees that Lender shall be under no obligation to marshal any assets (including, without limitation, all interest that accrues after the commencement any pledged membership interests or any life insurance proceeds) in favor of Borrower, or against or in payment of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement in accordance with the Credit Agreement.. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Appears in 1 contract
Sources: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Security. This Agreement is made by each Pledgor As, security for the benefit payment as and when due of the Secured Creditors indebtedness of Borrower to secure:
Lender hereunder (iand any renewals, extensions and modifications thereof) and under any other agreement or instrument (as the full same may be renewed, extended or modified and prompt payment hereinafter collectively referred to as the "Loan Documents"), both now in existence and hereafter created relating to Borrower's acquisition of Equipment (as defined in the Uniform Commercial Code), and the performance as and when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities (including, without limitation, all interest that accrues after the commencement obligations of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of Loans), whether now existing or hereafter incurred under, arising out of, or in connection withBorrower under this Agreement, the Credit Agreement Note and the other Credit Loan Documents (as the same may be renewed, extended or modified; and hereinafter collectively referred to which such Pledgor is as the "Obligations"). Borrower hereby grants to Lender a party (includingfirst priority security interest in and lien upon all Debtor's Equipment whether now owned or hereafter acquired and wherever located. To extent not otherwise included, in the case all Proceeds of each Pledgor that is a Subsidiary Guarantorof the forgoing and all accessions to, substitutions and replacements therefor, and rents, profits and products of each of the foregoing and all such obligationsattachments, liabilities accessories, accessions, replacements substitutions, additions or improvements to any of the foregoing, and indebtedness products and proceeds of such Pledgor under the Subsidiaries Guaranty) foregoing including without limitation proceeds of insurance policies insuring the foregoing an all books and the due performance and compliance by such Pledgor records with respects thereto (all of the terms, conditions foregoing personal property is hereinafter sometimes individually and agreements contained in the Credit Agreement sometimes collectively referred to as "Collateral"). Debtor shall make appropriate entries upon its financial statements and in such other Credit Documents (all such obligations, liabilities its books and indebtedness under this clause (i), except to the extent consisting of obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements or Other Hedging Agreements, being herein collectively called the “Credit Document Obligations”);
(ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Subsidiary Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans from time to time, whether such Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained therein (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”);
(iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its records disclosing Secured Party's security interest in the Collateral;
. Collateral shall also include all of Borrower's right, title and interest in all subleases (ivincluding the right to receive any payment thereunder and the right to make any election or determination or give any consent or waiver thereunder) in the event of Equipment, and all chattel paper, accounts, security deposits and bills of sale relating thereto, and all insurance and requisition proceeds and all other payments of any proceeding for kind with respect to the collection or enforcement of any indebtednessEquipment. Borrower agrees that, obligations or liabilities of such Pledgor referred with respect to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and court costs; and
(v) Lender shall have all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement; all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include extensions of credit of the types described above, whether outstanding on rights and remedies of a secured party under the date of this Agreement or extended Uniform Commercial Code as in effect in the applicable jurisdiction from time to time after the date of this Agreement in accordance with the Credit Agreementtime.
Appears in 1 contract
Sources: Loan and Security Agreement (Industrial Services of America Inc /Fl)