Security. 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement
Security. The Borrower/s due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall create/be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be created done all such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables of the Borrower/s acts and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, things as may be considered appropriate by the Bank71 necessary or proper, 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 provisions of the Collateral Documents to assure and the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s confirm to the satisfaction of Collateral Agent the Bank.
(a) shall not be discharged by intermediate payment security interest in the Collateral contemplated hereby, by the Borrower/s Collateral Documents 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 found to be insufficient / incorrect in valuepart thereof, 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 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 constituted, so as to render the same available for the security and benefit of this Indenture and of the BankSenior Notes and the Guarantees secured hereby, of such valueaccording to the intent and purposes herein expressed. The Issuers shall take, in such form or shall cause their Subsidiaries to take any and in such mannerall actions reasonably required to cause the Collateral Documents to create and maintain, as may be deemed fit by security for the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant obligations of the LoanIssuers hereunder, which shall be binding a valid and enforceable perfected priority Lien in and on all the Borrower. The Borrower agrees and undertakes that Collateral in accordance with 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions terms of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdCollateral Documents.
Appears in 2 contracts
Sources: Indenture (Superior Telecommunications Inc), Indenture (Essex Group Inc)
Security. (a) As security for the payment of the Borrowing, the Borrower obliges itself to mortgage in favor of the Lender such real property as will be agreed upon by the Lender and the Borrower (the “Collateral”) to ensure the outstanding amount of the Borrowing. It is understood and 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 of the outstanding amount of the Borrowing including interest, expenses or any such other obligations owing to the Lender under this Agreement.
(b) The Borrower/s Borrower states that it is the sole and beneficial owner of the Collateral and the one in possession thereof free from any lien, encumbrance or other security interest of any other person, except as otherwise disclosed in writing, or as provided under Section 6.02(d) hereof.
(c) During the term and existence of this Agreement, the Borrower shall create/insure or cause to be created such security on such assets /property more fully specified insured at all times and at its own expense the Collateral against loss, fire, theft, pilferage, or otherwise, for the full insurance value payable to the Lender as its interest in the Schedule-II Collateral may appear, and it shall endorse and deliver the policy or policies of insurance to the Lender, and in default thereof, the Lender may, at its option, insure the Collateral and any and all sums so paid by the 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 see and inspect the Collateral 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.
(including any account/s and/or receivables d) The Borrower shall not, during the existence of the Borrower/s and / mortgage, encumber with a second mortgage the Collateral, or any other person/s acceptable to part thereof, without the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, in favour written consent of the Bank, in a form and manner satisfactory to the Bank, as security for payment / repayment Lender.
(e) The Borrower may sell or dispose of the loan/Facility together 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 interesttimes it is maintained that the value of the mortgage is the outstanding amount of the Borrowing. In this case, costs, charges, expenses 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 other monies whatsoever stipulated in or payable under fees for the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be notarization and registration (if 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 Lender) of the Bankdocuments connected therewith.
(af) shall not be discharged In the event the Borrower should fail to pay the Lender the sum of money or Borrowing secured by intermediate payment by the Borrower/s this mortgage, or any settlement part thereof, when due, or is in default within the meaning 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 found to be insufficient / incorrect in valuethis Agreement, 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 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 Lender shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right at their election, to stipulate any other foreclose this mortgage in accordance with Applicable Law, and further terms and conditions that it may deem fit at any time prior to or after the grant proceeds of such sale of the Loan, which mortgaged Collateral shall be binding on the Borrower. applied in accordance with Section 2.07(b).
(g) The Borrower agrees and undertakes that to execute and deliver to a Lender such other documents which said Lender may from time to time reasonably request from the Borrower shall cooperate in connection with the mortgage.
(h) Effective upon the breach of any condition of this mortgage and comply in 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 Collateral, without the necessity of any directions and requestsjudicial order or any other permission or power, which to sell or dispose of the Collateral or take any other legal action that may be given by deemed necessary, to lease any of the Bank 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 Borrower, Collateral and do all such acts, deeds pay the same and things perform any other act which the Lender may be so required, to perfect deem convenient for the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions proper administration of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdCollateral.
Appears in 2 contracts
Sources: Secured Loan Agreement, Secured Loan Agreement (Cannabis-Rx Inc.)
Security. The Borrower/s (a) Tenant shall create/cause deliver 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 Landlord upon execution hereof by the Bank, in favour of the Bank, in a form and manner satisfactory to the BankTenant, as security for payment / repayment the performance of Tenant’s obligations under this Lease, either an unconditional, clean, irrevocable letter of credit in the amount of $128,282.00 (“Security Deposit Amount”) in the form annexed hereto as Exhibit G and issued by a bank reasonably satisfactory to Landlord (the “Letter of Credit”) or a cash security deposit by certified check or wire transfer in the amount of the loan/Facility together with all interestSecurity Deposit Amount (the “Cash Security”). The Letter of Credit shall provide that it is assignable by Landlord without charge and shall either (i) expire on the date which is 60 days after the expiration or earlier termination of this Lease (the “LC Date”) or (ii) be automatically self-renewing until the LC Date. If any Letter of Credit is not renewed at least 60 days prior to the expiration thereof or if Tenant holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease, costsLandlord may draw upon the Letter of Credit and hold the proceeds thereof as security for the performance of Tenant’s obligations under this Lease. Landlord may draw on the Letter of Credit (or the proceeds thereof) and/or the Cash Security to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease (including, chargeswithout limitation, expenses and all other monies whatsoever stipulated in (i) any sum which Landlord may expend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to expend by reason of Tenant’s default, and/or (ii) any damages to which Landlord is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry by Landlord). If Landlord shall have so drawn upon the Bank and Letter of Credit (or the Borrower/s shall comply proceeds thereof) and/or Cash Security, Tenant shall, within five (5) days of demand, deposit with all formalities in relation to such creation of security / furnishing of guarantee/s Landlord a sum equal to the satisfaction amount so drawn by Landlord. The failure to make such deposit within such five (5) day period shall be deemed an Event of Default hereunder. Landlord shall not be required to deposit the BankCash Security into an interest bearing account.
(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 Provided Tenant is not in derogation default under this Lease and Tenant has surrendered the Premises to Landlord in accordance with all of the terms and conditions of this Lease, on or before the LC Date: (i) Landlord shall return to Tenant the Letter of Credit (or the proceeds thereof) and/or Cash Security then held by Landlord or (ii) if Landlord shall have drawn upon such Letter of Credit (or the proceeds thereof) and/or Cash Security to remedy defaults by Tenant in the payment or performance of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) Tenant’s obligations under this Lease, Landlord shall be available return 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 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 securityTenant that portion, if any, is subsequently found of the proceeds of the Letter of Credit and/or Cash Security remaining in Landlord’s possession.
(c) Upon a sale or other transfer of the Land or the Building (or both), Landlord shall transfer the Letter of Credit or the cash proceeds and/or Cash Security to be its transferee. With respect to the Letter of inferior value Credit, within 5 days after notice of such transfer, Tenant, at its sole cost, shall (if required by Landlord) arrange for the transfer of the Letter of Credit to that the new landlord, as declared designated by the Borrower/s at the time of availing the Facility and as declared Landlord in the Application Form(s)foregoing notice or have the Letter of Credit reissued in the name of the new landlord. Upon such transfer of the Security Deposit, Tenant shall look solely to 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 new landlord for the benefit return of the BankSecurity Deposit (or remaining portion thereof) and thereupon Landlord shall without any further agreement between the parties be released by Tenant from all liability therefor, of such value, in such form and in such manner, as may be deemed fit by it is agreed that the Bank, forthwith upon so required by the Bank. The Bank provisions hereof shall also have the right apply to stipulate any other and further terms and conditions that it may deem fit at any time prior to every transfer or after the grant assignment made of the Loan, which Security Deposit to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit and neither Landlord nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch action or attempted assignment, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdor encumbrance.
Appears in 2 contracts
Sources: Lease (Y-mAbs Therapeutics, Inc.), Lease (Y-mAbs Therapeutics, Inc.)
Security. The Borrower/s Tenant shall create/cause to be created such deposit with Landlord the sum of $44,000 upon the signing of this lease as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this lease, including but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, as sum which Landlord may expend or may be considered appropriate required to expend by the Bank, reason of Tenant's default in favour respect of any of the Bankterms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment reletting of the loan/Facility together premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this lease, 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 returned to Tenant after the date fixed as may be required by the Bank end of the Lease and after delivery of entire possession of the Borrower/s demised premises to Landlord. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Landlord shall comply with all formalities in relation have the right to such creation of transfer the security / furnishing of guarantee/s to the satisfaction vendee or lessee upon written notice to Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Bank.
(a) shall security to a new Landlord. Tenant further covenants that it will not be discharged by intermediate payment by assign or encumber or attempt to assign or encumber the Borrower/s monies deposited herein as security and that neither Landlord nor its successors or any settlement of account by the Borrower/s; (b) assigns shall be in addition to and not in derogation of bound by 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 settledsuch assignment, encumbrance, attempted assignment or attempted encumbrance. If the security which the Borrower/s may furnish to the Bank is 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 securityAll interest and/or dividends, if any, accruing on the security deposited, whether in cash or otherwise as aforesaid, shall remain Tenant's property* and, provided Tenant is subsequently found to be of inferior value to that as declared by the Borrower/s at the time of availing the Facility and as declared not in default 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 performance of the Bankterms, conditions and covenants of such valuethis lease, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on paid to Tenant after each calendar year during the Borrowerterm, provided, however, that Tenant shall make a written demand therefor no later than January 31st in each year. 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions * Less standard management charge of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created1%.
Appears in 2 contracts
Sources: Loft Lease (Younetwork Corp), Lease Agreement (Younetwork Corp)
Security. The Borrower/s shall create/cause To secure the payment by Seller to be created such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables NEP of the Borrower/s and / Aggregate Differential, as provided in ARTICLE VII B above, Seller shall establish, on or any other person/s prior to July 1, 1988, an interest bearing escrow account (the “Escrow Account”) with a banking institution acceptable to NEP (the Bank“Escrow Agent”), 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 The Escrow Account 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 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 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 established for the benefit of NEP. Seller hereby grants to NEP a security interest in the BankEscrow Account to secure such payment. Subject only to Seller’s approved financing, fuel, operation and maintenance obligations as detailed in Appendix C, attached hereto and incorporated herein by reference, each month following July 1, 1988 Seller shall deposit into the Escrow Account an amount equal to five percent (5%) of the total amount paid by NEP to Seller for electricity delivered to NEP under ARTICLE VI of this Agreement during the preceding month; provided, however, that if Seller exercises its option to enter into an Optional Contract under ARTICLE IV, above, the amount to be so deposited during the term of the Optional Contract shall be increased to seven percent (7%) of the total amount paid by NEP to Seller for electricity delivered to NEP under ARTICLE VI of this Agreement during the preceding month. If Seller has insufficient funds in any month to make such valuedeposit due to Seller’s approved financing, fuel, operation and maintenance obligations, then Seller shall provide NEP with written notice of the basis for Seller’s inability to make its required deposits and Seller shall make up the shortfall, together with interest accrued at a rate per annum equal to the Prime Rate, in the first month(s) in which Seller has sufficient funds to both make its required monthly deposit into the Escrow Account and to make up or to reduce such form shortfall. Seller’s obligation to make deposits under this ARTICLE VII C shall continue and interest shall accrue until the Aggregate Differential is less than the amount in such mannerthe Escrow Account, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable shall have the right to discontinue making such deposits and Seller may withdraw from, and NEP consents to the relevant state withdrawal from, the Escrow Account any amount by which the balance in India where the Property is situated and/or Escrow Account exceeds the Security is being createdAggregate Differential from time to time. Such withdrawals may be made at any time but not more often than monthly. Withdrawals shall be made only by a direction to the Escrow Agent made in writing jointly by Seller and NEP. If a balance exists in the Escrow Account at the expiration or termination of this Agreement, such balance shall be paid to NEP. Notwithstanding the foregoing, Seller may at any time and from time to time withdraw any part or all of the balance of the Escrow Account after providing NEP with one or more irrevocable letters of credit issued by a banking or other financial institution reasonably acceptable to NEP (the “Issuer”), and otherwise in accordance with this paragraph. Such irrevocable letter(s) of credit shall be in a total amount equal to the amount to be withdrawn from the Escrow Account by Seller, plus compound interest on the principal amount to be withdrawn, at the then effective rate of interest on the Escrow Account balance, for the initial term of the letter(s) of credit. The letter(s) shall be payable to, and for deposit in, the Escrow Account on the twentieth banking day before the expiration of such letter(s). An irrevocable letter of credit as described herein shall be presented to NEP for its approval as to form at least ten (10) days prior to the effective date thereof, such approval not to be unreasonably withheld, and shall be made effective prior to the corresponding withdrawal of funds by Seller pursuant to this paragraph. Any fees charged by the Escrow Agent to maintain the Escrow Account shall be paid directly by Seller and shall not be deducted from the Escrow Account.
Appears in 2 contracts
Sources: Power Purchase Agreement (Ridgewood Electric Power Trust Iii), Power Purchase Agreement (Ridgewood Electric Power Trust Iv)
Security. 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 BankTenant has deposited with Landlord, as security for payment / repayment Tenant’s compliance with this lease, the Security, in cash or, if requested by Landlord or Tenant, by a standby letter of credit on the terms, and substantially in the form, attached to this lease as Exhibit D, issued by a bank that is a member of the loan/Facility together New York Clearing House Association, L.L.C. having its principal office in the City of New York and otherwise acceptable to Landlord (the “Letter of Credit”). If there is a Default, Landlord may use all or any portion of the Security to cure the Default or for the payment of any other amount due and payable from Tenant to Landlord in accordance with all interestthis lease. Tenant shall, costswithin 15 days following Landlord’s notice, chargesdeposit with Landlord in cash or by a Letter of Credit an amount sufficient to restore the full amount of the Security (without giving consideration to any interest accrued on the Security). Landlord shall not, 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 unless required by any Law, pay interest to Tenant on the Bank Security, and if Landlord is required to maintain the Borrower/s Security in an interest bearing account or pay any interest to Tenant, Landlord shall comply with all formalities in relation retain the maximum amount of interest permitted under any Law (which Landlord may withdraw and retain annually or at any other times). Tenant shall not assign (other than to such creation a permitted assignee of security / furnishing of guarantee/s to this lease) or encumber the satisfaction Security, and no prohibited assignment or encumbrance by Tenant of the Bank.
(a) Security shall bind Landlord. Landlord shall not be discharged by intermediate payment by required to exhaust its remedies against Tenant or the Borrower/s Security before having recourse to Tenant, any Guarantor, the Security or any settlement other security held by Landlord, or before exercising any right or remedy, and recourse by Landlord to any one of account by them, or the Borrower/s; (b) exercise of any right or remedy, shall not affect Landlord’s right to pursue any other right or remedy or Landlord’s right to proceed against the others. If there is then no uncured Default, the Security and any accrued and unpaid interest thereon, or any balance, shall be paid or delivered to Tenant promptly after the Expiration Date and Tenant’s vacating of the Premises in accordance with this lease. If Landlord’s interest in the Building is sold or leased, Landlord shall transfer the Security and any accrued and unpaid interest thereon, or any balance, to the new Landlord and, upon such transfer, the assignor shall thereupon be automatically released by Tenant from all liability for the return of the Security or any interest (and Tenant agrees to look solely to the assignee for the return of the Security or any interest). If the Security is by a Letter of Credit, the following provisions of this Section shall apply (in addition to and not in derogation of any the 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.this Article):
Appears in 2 contracts
Sources: Office Lease, Office Lease
Security. The Borrower/s shall create/cause to be created such Tenant will deposit with the Landlord the sum of $16,667.00, on the Rent Commencement Date, representing one (1) month of rent as security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables payment of the Borrower/s rent hereunder and / or any other person/s acceptable the full and faithful performance by the Tenant Of the covenants and conditions herein. Said sum shall be returned to the Bank)Tenant, and/or cause without interest, after the expiration of the term hereof, provided that the Tenant has fully and faithfully performed all such guarantee/s covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the Landlord so elects, have recourse to be furnishedsuch security, as may be considered appropriate to make good any default by the BankTenant, in favour of which event the BankTenant shall, in a form and manner satisfactory on demand, promptly restore said security to its original amount. Liability to repay said security to the Bank, as security for payment / repayment of Tenant shall run with the loan/Facility together with all interest, costs, charges, expenses reversion 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 title to the satisfaction of Premises, whether any change in ownership thereof be by voluntary alienation or as the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s result if judicial sale, foreclosure 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 found to be insufficient / incorrect in valueproceedings, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish or the additional exercise of a right of taking or entry by any mortgagee. The Landlord shall assign or transfer said security, if any, is subsequently found to be of inferior value to that as declared by 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 BankTenant, to any subsequent owner or holder of such valuethe reversion or title to the Premises, in such form which case the assignee shall become liable for the repayment thereof as herein provided, and in such manner, as may the assignor shall be deemed fit to be released by the Bank, forthwith upon so required by Tenant from all liability to return such security. This provision shall be applicable to every alienation or change in titled and shall in no wise be deemed to permit the BankLandlord to retain the security after termination of the Landlord’s ownership of the reversion or title. The Bank Tenant shall also have not mortgage, encumber or assign the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after security without the grant written consent of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLandlord.
Appears in 2 contracts
Sources: Lease Agreement (Notes Live, Inc.), Lease Agreement (Fresh Vine Wine, Inc.)
Security. The Borrower/s shall create/cause to be created such Tenant has deposited with Owner the sum of $50,706.68 as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other person/s acceptable 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, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the Bank), and/or cause such guarantee/s security deposit so that the same shall be replenished to be furnished, as may be considered appropriate by its former amount. In the Bank, in favour event that Tenant shall fully and faithfully comply with all of the Bankterms, in a form provisions, covenants and manner satisfactory to conditions of this lease, 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 returned to Tenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by lease and after delivery of entire possession of the Borrower/s demised premises to Owner. In the event of a sale of the land and building, or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) demised premises form a part, Owner 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber, or attempt to assign or after encumber, the grant of the Loanmonies deposited herein as security, which and that neither Owner nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 2 contracts
Sources: Sub Lease Agreement (Loxo Oncology, Inc.), Lease Agreement (Loxo Oncology, Inc.)
Security. The BorrowerAs a general and continuing collateral security for the performance of the obligations of the Borrower towards the Lender under this Agreement and the Security Documents and the obligation to repay in principal, interest and accessories and upon the terms and conditions provided for hereunder and thereunder, all present and future Indebtedness of the Borrower to the Lender (collectively, the “Obligations”), the Borrower shall have, either prior to or concurrently with the execution of these presents, and in 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/s Province] of [STATE/PROVINCE] in favor of the Trustee pursuant to the terms of which there shall create/cause to be created such security on such the assets /property more fully specified in the Schedule-II (including any account/s and/or receivables and properties of the Borrower/s , both present and / or any other person/s acceptable 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 its [%] Collateral Mortgage Demand Bond in the principal amount of [AMOUNT], which Bond shall be signed by the duly authorized officers of the Borrower, certified by the Trustee and delivered to the Bank)Lender.
1.5.6 executed a Pledge Agreement pursuant to the terms of which the Bond shall be pledged in favor of the Lender;
1.5.7 executed a Specific Assignment of the Insurance pursuant to the terms of which the Borrower shall cede, and/or cause such guarantee/s assign and transfer to be furnishedthe Lender, free from any Liens, all benefits arising under any and all Insurance. Furthermore, the Borrower shall provide the Lender with endorsements under the Insurance indicating the Lender and the Trustee as loss payees, as their respective interests may be considered appropriate by appear.
1.5.8 executed a Commercial Pledge Agreement in accordance with the Bank, in favour laws of the Bank, in a form and manner satisfactory [State/Province] of [STATE/PROVINCE] pursuant to the Bankterms 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 payment / the repayment of present and future Indebtedness 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 Borrower 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.Lender;
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Security. The Borrower/s (a) Within two (2) business days after the full execution of this Sublease and receipt of Prime Landlord’s Consent to the Sublease, Subtenant shall create/cause deliver to be created such security on such assets /property more fully specified Sublandlord an irrevocable, clean, commercial letter of credit in favor of Sublandlord, in form and substance reasonably acceptable to Sublandlord, in the Schedule-II amount of One Million One Hundred Seventy Six Thousand Eighteen and 48/100 Dollars (including any account/s and/or receivables of the Borrower/s and / or any other person/s $1,176,018.48) (“LC”), issued by a United States financial institution reasonably acceptable to the Sublandlord (“LC 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 the full and faithful performance and observance by Subtenant of the loan/Facility together with all interestterms, costscovenants, chargesand conditions of this Sublease. The use, expenses and all application, or retention of the LC, or any portion thereof, by Sublandlord shall not prevent Sublandlord from exercising any other monies whatsoever stipulated in right or payable under the Loan/Facility Documents. Such security remedy provided by this Sublease or by law, it being intended that Sublandlord shall be created / guarantee/s furnished within such period as may not first be required by to proceed against the Bank LC, and the Borrower/s LC shall comply with all formalities not operate as a limitation on any recovery to which Sublandlord may otherwise be entitled. Subtenant shall cause the LC to remain in relation full force and effect during the entire Term and thereafter until sixty (60) days after the natural expiration or earlier termination (not due to such creation an Event of security / furnishing Default (defined hereafter)) of guarantee/s to the satisfaction of the Bankthis Sublease.
(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 Immediately upon, 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 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 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 after, the occurrence of an Event of Default, Sublandlord will have the unconditional right to draw on the LC at the LC Bank’s Manhattan offices located in favour New York, New York to the extent necessary: (i) to cure any default of Subtenant’s; (ii) to pay any other sum to which Sublandlord becomes obligated by reason of a Subtenant default; or (iii) to compensate Sublandlord for any monetary loss or damage which Sublandlord suffers thereby arising from a default by Subtenant. Upon the benefit payment to Sublandlord of the Bankproceeds of any draw or draws made by Sublandlord under the LC, together with any and all interest accruing thereon (collectively, “Draw Proceeds”), Sublandlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds: (i) to cure any default of Subtenant’s; (ii) to pay any other sum to which Sublandlord becomes obligated by reason of a Subtenant default; or (iii) to compensate Sublandlord for any monetary loss or damage which Sublandlord suffers thereby arising from a default by Subtenant. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent, nor a measure of Sublandlord’s damages resulting from any default by Subtenant hereunder (past, present, or future). Further, immediately upon the occurrence and during the continuance of any Event of Default, Sublandlord may, from time to time and without prejudice to any other remedy, use the Draw Proceeds (whether from a contemporaneous or prior draw on the LC) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, and/or to pay to Sublandlord any and all amounts to which Sublandlord is entitled in connection with the pursuit of any one or more of its remedies hereunder. Any delays in Sublandlord’s draw on the LC or in Sublandlord’s use of the Draw Proceeds as provided in this Section will not constitute a waiver by Sublandlord of any of its rights hereunder with respect to the LC or the Draw Proceeds. Within five (5) business days after the application of the Draw Proceeds, Subtenant will cause the LC to be replenished to its full amount thereunder. Sublandlord will not be liable for any indirect, consequential, special, or punitive damages incurred by Subtenant arising from a claim that Sublandlord violated the bankruptcy code’s automatic stay in connection with any draw by Sublandlord of any Draw Proceeds, Sublandlord’s liability (if any) under such valuecircumstances being limited to the reimbursement of direct costs as and to the extent expressly provided in this Section. Nothing in this Sublease or in the LC will confer upon Subtenant any property rights or interests in any Draw Proceeds; provided, however, that within sixty (60) days after the natural expiration or earlier termination (not due to an Event of Default (defined hereafter)) of this Sublease, and after application of any proceeds towards any default by Subtenant hereunder, Sublandlord agrees to return any remaining unapplied balance of the Draw Proceeds then held by Sublandlord, and the LC itself (if and to the extent not previously drawn in such form and in such manner, as may be deemed fit by full) to the Bank, forthwith upon so required by the BankSubtenant. The Bank shall also have Subtenant acknowledges that Sublandlord has the right to stipulate transfer its interest in this Sublease, and Subtenant agrees that in the event of any other such transfer, Sublandlord shall have the right, at Subtenant’s sole cost and further terms and conditions that it may deem fit at any time prior expense, to transfer or after assign the grant LC and/or the Draw Proceeds to the transferee. In such event, Subtenant shall look solely to such transferee for return of the LoanLC and/or the Draw Proceeds so transferred. Subtenant shall, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requestswithin ten (10) business days of request by Sublandlord, which execute such further instruments or assurances as Sublandlord may be given by the Bank reasonably deem necessary to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions evidence or confirm Sublandlord’s transfer or assignment of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable LC and/or Draw Proceeds to the relevant state in India where the Property is situated and/or the Security is being createdsuch transferee or mortgagee.
Appears in 2 contracts
Security. a. The Borrower/s Facility shall create/cause to be created such security on such assets /property more fully specified in the Schedule-II (including secured by a charge over any account/s and/or receivables or all of the following:
I. Securities offered as Security, including without limitation the Securities hereby pledged by the Borrower/ Security Provider;
II. Securities/funds transferred for fulfilling Margin requirements if any;
III. Demand Promissory Note executed by the Borrower; and
IV. Personal or corporate guarantee, if any;
V. Any other Security/s and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, collateral as may be considered appropriate accepted by the BankLender;
VI. Borrower/Security Provider Depository Participant Account
b. In order to secure the due payment by the Borrower of the dues to the Lender under this Agreement and the performance by the Borrower of its obligations under this Agreement, the Borrower and/or Security Provider hereby pledge the Securities as mentioned in the Schedule I in favour of the Bank, in a form Lender 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 if required by the Bank and Lender, the Borrower/s Borrower shall comply with all formalities pledge in relation to favour of the Lender such creation of security / furnishing of guarantee/s Securities as are acceptable to the satisfaction Lender and described in the Schedule of the Bank.
(a) shall not Terms/Schedule/Security Documents to be discharged by intermediate payment executed in this behalf by the Borrower/s or any settlement Security Provider, by:
I. having delivered and/or hereafter delivering to the Lender, as and by way of account pledge the certificate/documents of title together with duly executed transfer deeds in respect of such Securities; and
II. in case of mutual fund units, a letter in prescribed form from the mutual fund/asset management company that it will mark the Lender's lien on the units to be subscribed 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;
III. If the security which the Borrower/s may furnish to the Bank is 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 doing such acts, deeds and things which executing such documents as may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation required under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇Depositories Act, ▇▇▇▇ 1996, regulations made there under and other rules, regulations and by laws of the concerned depository for creating pledge in favour of the Lender in respect of such dematerialized securities from time to time.
c. In case the Securities are held jointly by the Borrower and the Security Provider, the Lender may require that the Schedule of Term(s) and/or the Schedules in respect of such Securities shall be executed by the Borrower as applicable well as the Security Provider.
d. The Borrower/Security Provider acknowledge/s and confirm/s that the Lender shall hold the pledge over the Securities in accordance with the terms of the Depositories Act, 1996 and the Depositories and Participants Regulations, 1996 (“D&P Regulations”).
e. The Borrower/Security Provider acknowledge/s that the Facility will be made available only after the Lender shall have received intimation from the Depository Participant in terms of Regulation 58(4) of the D&P Regulations to the relevant state effect that the Depository Participant has made an entry in its records of the creation of the pledge/marking of lien in favour of the Lender.
f. The Borrower shall, if so required by the Lender, deliver post-dated cheques/National Automated Clearing House (NACH)/Electronic Clearing System or Electronic Clearing Service (ECS) to the Lender for the due repayment of the Facility and interest thereon. Such cheques/NACH/ECS shall be deemed to have been given for adequate consideration already received by the Borrower and shall not absolve the Borrower from his liability to pay the said sums hereunder until the cheque/ECS/NACH is duly realized. It is expressly agreed and understood that the Borrower shall at no time close the bank account/s from which the said cheques/ECS/NACH have been issued or issue any communication to the Lender for stopping or postponing the presentment of the said cheques/ECS/NACH and the Lender is not bound to take notice of any such communication and which, if issued, will be regarded as a dishonour of the cheques/ECS/NACH drawn and SMFG India where Credit shall be entitled to levy and collect dishonour charges as per SMFG India Credit’s internal policies from time to time. It is clarified that the Property Cheque/ECS/NACH dishonour charges as referred to above are not compensatory and/or to be construed as any form of consideration towards the act of dishonour and in no ways should the same be construed as fees recovered under this facility. It is situated abundantly clarified that SMFG India Credit does not tolerate dishonour of instruments and/or deposit of an invalid, fake or unworthy instrument issued towards meeting payment obligations under this facility and any charges collected thereof are not intended to compound such acts of dishonour. Notwithstanding any charges collected hereof SMFG India Credit reserves its right to invoke appropriate civil and criminal laws. The Borrower agrees that if any amounts are outstanding for payment by the Security is Borrower (not being createdthe Facility or interest thereon) including on account of the amounts disbursed under other loans or previous indebtedness of the Borrower, the Lender shall be entitled to encash the post-dated cheques/ECS/NACH deposited with it for the satisfaction of such outstanding amounts notwithstanding that the post-dated cheques/ECS/NACH have been deposited for repayment of the Facility and interest thereon and the Borrower shall continue to be indebted to the Lender for the Facility or interest, as the case may be.
Appears in 2 contracts
Sources: Facility Cum Pledge Agreement, Facility Cum Pledge Agreement
Security. (a) On the Closing Date, the Company shall (i) enter into the Pledge Agreement and comply with the terms and provisions thereof and (ii) purchase the Pledged Securities to be pledged to the Trustee for the benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide for payment in full of the first six scheduled interest payments due on the Notes. The Borrower/s Pledged Securities shall create/be pledged by the Company to the Trustee for the benefit of the Holders and shall be held by the Trustee in the Pledge Account pending disposition pursuant to the Pledge Agreement. In the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective on or prior to January 15, 1998, and the interest rate on the Notes is increased by .5% per annum as required by this Indenture and the Notes Registration Rights Agreement, the Company shall purchase and deliver to the Trustee additional Pledged Securities in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of all Pledged Securities thereafter held in the Pledge Account, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide payment for the first six scheduled interest payments due on the Notes (assuming the additional .5% per annum remains in effect for the entire period). The additional Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the Holders and shall be held by the Trustee in the Pledge Account.
(b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Trustee to enter into the Pledge Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be created done all such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables of the Borrower/s acts and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, things as may be considered appropriate necessary or reasonably requested by the BankTrustee, 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 provisions of the Pledge Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or shall cause to be taken, upon request of the Trustee, any and all actions reasonably required to cause the Pledge Agreement to create and maintain, as security for the obligations of the Company under this Indenture and the Borrower/s shall comply with Notes, valid and enforceable first priority liens in and on all formalities the Pledged Securities, in relation favor of the Trustee, superior to such creation of security / furnishing of guarantee/s and prior to the satisfaction rights of the Bankthird Persons and subject to no other Liens.
(ac) shall The release of any Pledged Securities pursuant to the Pledge Agreement will not be discharged deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture and the Pledge Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Pledge Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Pledge Agreement to be complied with. Any certificate or opinion required by intermediate payment TIA Section 314(d) may be made by an officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Borrower/s Company.
(d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Pledge Agreement, to be complied with. The Trustee may, to the extent permitted by Sections 7.01 through 7.03 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments.
(e) The Trustee may, in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all reasonable actions in accordance with the Pledge Agreement necessary or appropriate in order to (i) enforce any settlement of account by the Borrower/s; terms of the Pledge Agreement and (bii) shall be in addition to collect and not in derogation of receive any other security which the Bank at any time hold and all amounts payable in respect of the Borrower/s’ dues; obligations of the Company thereunder. The Trustee shall have power to institute and to maintain such suits and proceedings as the Trustee may reasonably deem expedient to preserve or protect its interests and the interests of the Holders in the Pledged Securities (c) shall including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be available unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the Bank until all accounts between the Bank and the Borrower/s in respect interests of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is 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 Holders or the additional security, if any, is subsequently found to be of inferior value to that as declared by 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdTrustee).
Appears in 2 contracts
Sources: Indenture (Econophone Inc), Indenture (Econophone Inc)
Security. 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 a member of the New York Clearing House for the account of Landlord, for a term of not less than one (1) year, as security for: (i) the faithful performance and observance by Assignee (as hereinafter defined) 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 Building and (ii) the faithful performance and observance by Tenant of the terms, 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 Borrower/s Letter of Credit shall create/cause 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 created 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 security 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 assets /property more fully specified bank at sight, for the balance remaining in such Letter of Credit and apply or retain the Schedule-II (including whole or any account/s and/or receivables part of the Borrower/s and / proceeds thereof to the extent permitted herein. If an Event of Default exists in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including the payment of Fixed Rent or any other person/s acceptable item of Rental, 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 Bank)extent required for the payment of any Fixed Rent or any other item of 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, and/or cause covenants, conditions, agreements or obligations of this Lease, including, any damages or deficiency in the reletting of the Premises, whether such guarantee/s 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 furnishedreturned 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 may be considered appropriate required by the Bank, in favour terms and conditions of the BankPrior Lease, in shall not be deemed an Event of Default by Tenant under this Lease. In the event of a form sale of the Real Property or the Building or leasing of the Building, Landlord shall have the right to draw upon the Letter of Credit and manner satisfactory transfer the Letter of Credit or proceeds to the Bankvendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit or proceeds, as security 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 payment / repayment the return of the loan/Facility together with all interestLetter of Credit or proceeds, costsas 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, chargesencumbrance, expenses attempted assignment or attempted encumbrance. If at any time the security held hereunder shall consist of cash, and all other monies whatsoever stipulated not a Letter of Credit, Landlord shall hold the same in or payable under an interest bearing money-market account and the Loan/Facility Documents. Such 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 created / guarantee/s furnished within such period as may returned to Tenant hereunder.
Section 31.2 Notwithstanding anything contained herein to the contrary, if on December 15, 2006 (the “Reduction Date”), this Lease shall be required in full force and effect and no default by the Bank Tenant of its obligations hereunder has occurred and is continuing and the Borrower/s 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 all formalities in relation to such creation the terms and conditions of this Article 31 and shall reduce the amount of the security / furnishing of guarantee/s as aforesaid.
Section 31.3 Notwithstanding anything to the satisfaction contrary set forth in Section 31.1 hereof, Landlord shall not draw upon the Letter of Credit by reason of a default by Assignee under the Bank.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) shall not be discharged by intermediate payment by any lack of genuineness, regularity, validity, legality or enforceability, or the Borrower/s voidability, of the Prior Lease or any settlement of account by the Borrower/s; 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 addition no way release Tenant from the obligations under the Prior Lease as they existed prior to and not such amendment, restatement, supplement, change or modification;
(c) any change in derogation 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) 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;
(j) any exchange, surrender or release, in whole or in part, of any security which the Bank may be held by Landlord at any time hold for or under the Prior Lease or in respect of the Borrower/s’ dues; obligations under the Prior Lease;
(ck) shall 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 available to the Bank until all accounts between the Bank and the Borrower/s paid, performed or observed, as applicable, whether 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 Facility/loan are ultimately settled. If obligations under the security Prior Lease;
(m) the failure to give Tenant any notices whatsoever;
(n) the exercise of any right or 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 Borrower/s may furnish risk of Tenant, or might otherwise constitute a legal or equitable discharge or defense available to a surety, whether similar or dissimilar to the Bank is 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 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 foregoing; all from time to time before or after any default by any successor tenant under the Prior Lease, and with or without further notice to or assent from Tenant. Tenant acknowledges and affirms that the right of Landlord to draw upon Letter of Credit in favour 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 benefit fact that they are unenforceable or not allowable due to the existence of the Banka 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 value, in such form and in such mannerright shall continue to be effective or be reinstated, as the case may be deemed fit by be, and the Bankrights of Landlord hereunder shall continue with respect to, forthwith upon so required by any Obligation (or portion thereof) under the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit Prior Lease at any time prior paid by Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or after the grant otherwise by operation of the Loan, law which shall thereafter be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requests, which may required to be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created restored under the relevant Security Document(sPrior 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) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdhad not been so paid or applied.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (National Financial Partners Corp)
Security. The Borrower/s (A) At all times prior to the expiration of the term of this Lease, TENANT shall create/cause maintain on deposit with OWNER the sum of $243,109.90 as security for the due and faithful payment, as herein provided, of the rent, additional rent, charges and damages payable by TENANT under this Lease or pursuant to law and for the due and faithful keeping, observance and performance of all the other covenants, agreements, terms, provisions and conditions of this Lease on the part of TENANT to be created such security on such assets /property more fully specified in kept, observed and performed. TENANT expressly acknowledges and agrees that OWNER may use, apply or retain the Schedule-II (including whole or any account/s and/or receivables part of the Borrower/s security deposit under this Lease for the payment of any rent and / additional rent or any other person/s 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, covenants and conditions of this Lease, as well as for any damages or deficiency in the reletting of the demised premises caused by TENANT’S default, whatever such damages or deficiency accrued before or after summary proceedings or other re-entry by OWNER, all of the foregoing in such order and priority as OWNER may elect in its sole discretion. In the event any bankruptcy, insolvency, reorganization or 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 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 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 Bankaccount of OWNER, and be in the amount of the Security Deposit. In the event TENANT defaults in the performance of any of the terms of this Lease, including the payment of rent, beyond any applicable cure period, or in the event of the filing of a bankruptcy proceeding by or against TENANT, OWNER may use, apply or retain the whole or any part of the Security Deposit, as represented by the Letter of Credit, by drawing down on the same to the 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 terms of this Lease, including any damages or deficiency in the re-letting of the demised premises after termination of the Lease for Tenant’s default, whether accruing before or after summary proceedings or other re-entry by OWNER. In the case of 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 the same shall be replenished to its former amount, or, restore the Letter of Credit to the original required amount. The Letter of Credit shall provide that:
(i) The Issuing Bank shall pay to OWNER or its duly authorized representative an amount up to the face amount of the Letter of Credit upon presentation of the Letter of Credit and a sight draft in the amount to be drawn;
(ii) The Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive periods of one year each during the term of this Lease (and shall remain in effect for not less than sixty (60) days following the expiration date of the Lease), and/or cause unless the Issuing Bank sends written notice (hereinafter referred to as the “Non-Renewal Notice”) to OWNER by certified or registered mail, return receipt requested, or national overnight courier service requiring receipt, not less than sixty (60) days next preceding the then expiration date of the Letter of Credit, that it elects not to have such guarantee/s Letter of Credit renewed. OWNER covenants and agrees to be furnishedreturn the Letter of Credit to Tenant on or before the sixty-first (61st) day following the expiration or termination date of the Lease;
(iii) If OWNER receives a Non-Renewal Notice and 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, as may be considered appropriate 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 Bank, in favour Letter of Credit (which monies shall be held by OWNER as a cash deposit pursuant to the terms of the Bankprinted portion of this Lease, pending the replacement of such Letter of Credit or 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 in the form of a form Letter of Credit); and
(iv) Upon OWNER’s sale of OWNER’s interest in the land and manner satisfactory 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 Bank, as security for payment / repayment of the loan/Facility together with all interest, costs, charges, expenses 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 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 represented by the Bank Letter of Credit in order to satisfy such amounts owed by TENANT. In the event of a sale of OWNER’s interest in the land and the Borrower/s Building, OWNER 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer (at no expense to OWNER) the cash security or Letter of Credit, as the case may be, deposited hereunder to the vendee or lessee, and further terms and conditions OWNER shall be released by TENANT from all liability for the return of such cash security or Letter of Credit. In such event, TENANT agrees to look solely to the new OWNER for the return of said cash security or Letter of Credit. It is agreed that the provisions hereof shall apply to every transfer or assignment made of said cash security or Letter of Credit to a new OWNER. TENANT covenants that it may deem fit 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 prior to or after during the grant term of this Lease, OWNER, in OWNER’s reasonable opinion, believes (a) that the net worth of the Loan, which Issuing Bank shall be binding on less than the Borrower. The Borrower agrees and undertakes minimum amount specified above, or (b) that circumstances have occurred indicating that the Borrower shall cooperate and comply with any directions and requests, which Issuing Bank may be given incapable of, unable to, or prohibited from honoring the then existing Letter of Credit (hereinafter referred to as the “Existing L/C”) in accordance with the terms 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 Bank to time specified, or (ii) OWNER reasonably believes an emergency exists, then in either event, the Borrower, and do all such acts, deeds and things which Existing L/C may be so requiredpresented for payment by OWNER and the proceeds thereof shall be held by OWNER in accordance with this Lease, subject, however, to perfect the Security created under the relevant Security Document(s) pursuant TENANT’s obligation to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions replace such cash security with a new letter of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdcredit meeting said qualifications.
Appears in 2 contracts
Sources: Lease Agreement (Zentalis Pharmaceuticals, Inc.), Lease Agreement (Zentalis Pharmaceuticals, LLC)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified 40.01. Tenant has deposited with Landlord an unconditional irrevocable letter of credit (as hereinafter defined) substantially in the Schedule-II form attached hereto as Schedule H (including any account/s and/or receivables of as the Borrower/s and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, as same may be considered appropriate by modified in accordance with this section, the Bank, "letter of credit") in favour of the Bank, in a form an amount equal to Two Hundred Forty Thousand and manner satisfactory to the Bank00/100 Dollars ($240,000), as security for payment / repayment the full and punctual performance by Tenant of all of the loan/Facility together with all interestterms of this Lease. In the event Tenant defaults in the performance of any of the terms of this Lease, costs, charges, expenses Landlord may draw upon the letter of credit in full and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such security any amounts not applied as hereinafter provided shall be created / guarantee/s furnished within such period as held by Landlord subject to and in accordance with the provisions of this Section. Landlord may then apply the whole or any part of the security so drawn upon to the extent required for the payment of (i) any rent or (ii) any sum which Landlord may expend or may be required to expend by reason of Tenant's default including, without limitation, any damages or deficiency in the Bank re-letting of the Demised Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. Upon each such application, Tenant shall, on demand, pay to Landlord the sum so applied in cash which shall be added to the remaining proceeds from the letter of credit so that the security held by Landlord shall be restored to the amount first set forth above. If Tenant shall fully and the Borrower/s shall punctually 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 terms of this Lease, the Borrower/s letter of credit or any settlement the amount of account by the Borrower/s; (b) security deposit, as the case may be, shall be in addition returned to and not in derogation Tenant after the termination of any other security which the Bank at any time hold in respect this Lease, delivery of exclusive possession of the Borrower/s’ dues; (c) shall be available Demised Premises to the Bank until all accounts between the Bank Landlord and the Borrower/s in respect payment to Landlord of all amounts payable hereunder. In the event of a sale or lease of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueBuilding, 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 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 Landlord shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate transfer the letter of credit or the security deposit to the vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the letter of credit or security to a new landlord. If 30 days prior to the date of such sale, Landlord shall be holding a letter of credit as Tenant's security, Tenant will upon five (5) days prior written notice, deliver a substitute letter of credit naming the new landlord as the new beneficiary thereof. In the event Tenant shall default in such obligation, Landlord may draw upon the letter of credit and transfer the proceeds thereof to the new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be bound by any other such assignment, encumbrance, or attempted assignment or encumbrance. In the event the letter of credit referred to above or any substitute letter of credit is not renewed so that at all times the letter of credit held by Landlord hereunder is valid for a period in excess of 30 days, Landlord may draw upon said letter of credit and further hold the proceeds thereof subject to and in accordance with the terms of this Section.
40.02. So long as Tenant is not then in default under this Lease and conditions that it may deem fit no monetary default or material non-monetary default under this Lease shall have previously occurred, Tenant shall have the right, by notice (a "Reduction Notice") given to Landlord at any time prior after each Reduction Date (as defined below) to or after reduce the grant amount of 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 security held by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) landlord pursuant to this Clause including without limitation all regulatory filingsArticle 40 by $24,000.00. If Tenant properly gives a Reduction Notice to Landlord, registrationsLandlord shall return such letter of credit to Tenant; provided, intimations that Tenant has delivered to be made/given, with/Landlord a substitute letter of credit in an amount equal to any Governmental Authority, including without limitation under the provisions difference between the amount of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable letter of credit which Landlord is returning to Tenant less $24,000.00. Anything to the relevant state contrary contained in India where this Section 40.02 notwithstanding, in no event shall the Property is situated and/or amount of security held by Landlord pursuant to this Article 40 be less than $120,000.00. "Reduction Date" means March 31, 1999, March 31, 2000, March 31, 2001, March 31, 2002 and March 31, 2003. Landlord agrees to reasonably cooperate with Tenant to substitute any letter of credit in accordance with this Section 40.02; provided, that such cooperation shall be without expense or liability to Landlord. If at any time Tenant shall be in monetary default or material non-monetary default under this Lease, this Section 40.02 shall be null and void and of no further force and effect and Tenant shall have no further right to reduce the Security is being createdamount of security held by Landlord pursuant to the Article 40.
Appears in 2 contracts
Sources: Office Lease (Exodus Communications Inc), Office Lease (Exodus Communications Inc)
Security. The Borrower/s shall create/cause ’s obligation to be created such security pay the principal of and interest on such assets /property more fully specified in the Schedule-II Note and any other amounts payable by the Borrower hereunder (including any account/s and/or receivables the “Loan Obligations”) are special, limited obligations of the Borrower/s and / or any Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other person/s acceptable to than the BankI-25 North Express Lanes Rebate Account (Segment 3)), and/or cause such guarantee/s to be furnishedand shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, as may be considered appropriate by on a first lien basis, for the Bank, in favour payment 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.
Loan Obligations: (a) shall not be discharged by intermediate payment by all moneys in the Borrower/s or any settlement of account by I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in the Borrower/sI-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 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 (collectively, the “Collateral”); provided that nothing herein shall be in addition deemed to and not in derogation of require CDOT to allocate funds to make any other security which payment under 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 settledIntra-Agency Agreement. If the security which the Borrower/s may furnish to the Bank is 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 the Borrower/s at the time of availing the Facility and as declared in the Application Form(sIn accordance with C.R.S. § 43-4-807(1)(e), the Bank mayCollateral shall immediately be subject to the lien of such pledge without any physical delivery or other act, and the lien of such pledge shall be valid and binding against all parties having claims of any kind in its discretiontort, treat contract or otherwise against the Borrower regardless of whether the claiming party has notice of such default as an event of default under facility/loan Documentslien and even though it is not recorded or filed. The Borrower shall furnish and create such security from time to time in favour of or for the benefit pledge of the Bank, of such value, Collateral 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 such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Banksaid Article IV. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant Section ▇▇-▇▇-▇▇▇ of the LoanSupplemental Act provides that a public entity, 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 including the Borrower, and do may elect in an act of issuance to apply all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to or any Governmental Authority, including without limitation under of the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Agreement, ▇▇▇▇ as applicable to the relevant state in India where Loan and the Property is situated and/or the Security is being createdNote.
Appears in 2 contracts
Sources: Intra Agency Agreement, Loan Agreement
Security. 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 Surety 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 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 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 Bank, of such valuehereafter, in such its sole and absolute discretion, require the Principals to provide collateral, in form and in amounts acceptable to the Surety (such manneramounts not to exceed the aggregate penalty sum of all then-issued Bonds) to secure the Principals’ obligations to the Surety hereunder and/or to establish reserves to cover any actual or potential liability, claim, 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 deemed fit 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 BankSurety, forthwith upon so required by and all income (if any) thereon. If a Principal provides the Bank. The Bank shall also have Surety with a letter of credit or similar instrument, such Principal agrees that the Surety has the right to stipulate call on the same from time to time, in whole or in part and for any reason or no reason, and to hold the proceeds thereof as collateral for the obligations of the Principals hereunder. Not in limitation of any other provision of this Agreement and further terms as security for all of the provisions of this Agreement and conditions that it may deem fit any other indebtedness or liabilities of any Principal to the Surety, whenever and however incurred and whether originally owing to the Surety or subsequently acquired by the Surety, if the Principals fail to provide any required collateral after demand therefor, then each Principal hereby (a) grants to the 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 foregoing, in each case whether then owned or later acquired, and (b) 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 preceding sentence and defined in the Uniform Commercial Code shall have the meaning therein ascribed to such term. Any collateral provided at any time prior to or after by any Principal shall be available, in the grant discretion of the LoanSurety, which shall be binding as collateral security on any or all Bonds heretofore or hereafter executed for or at the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with request of such Principal or any directions and requests, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdother Principal.
Appears in 2 contracts
Sources: Payment and Indemnity Agreement, Payment and Indemnity Agreement
Security. The Borrower/s shall create/cause to be created such Tenant has deposited with Owner the sum of $38,000 as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Owner may expend or may be considered appropriate required to expend by the Bank, reason of Tenant's default in favour respect of any of the Bankterms, covenants and conditions of this lease, including but not limited to, and damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment re-letting of the loan/Facility together premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this lease, expenses and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished returned to Tenant within such period sixty (60) days after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s demised premises to Owner. In the event of a sale of the land and building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) demised premises form a part, Owner 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and Owner shall thereupon be released by Tenant from all liability for return of such security, and Tenant agrees to look to the new Owner solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither Owner nor its successors or assigns shall be binding on the Borrowerbound by such assignment, encumbrance, attempted assignment or attempted encumbrance. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requestsSee Attached Rider, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.
Appears in 2 contracts
Sources: Lease Agreement (Blue Fish Clothing Inc), Lease Agreement (Blue Fish Clothing Inc)
Security. The Borrower/s This Mortgage shall create/cause secure not only presently existing obligations under the Deferral Agreement and the other Fund Documents (including, without limitation, the Guarantee), but also future financial accommodations that constitute Obligations under the Deferral Agreement (whether such accommodations are obligatory or are to be created made at the option of Mortgagee, or otherwise), to the same extent and with the same priority as if such security future accommodations were made on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables date of the Borrower/s execution of the Original Mortgage, and / without regard as to whether or not there is any other person/s acceptable indebtedness outstanding at the effective date of this Mortgage or 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 Bank)limitations upon the maximum amount secured hereby, and/or cause such guarantee/s to be furnishedthis Mortgage secures all present and future Obligations under the Deferral Agreement, 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 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 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 sums from time to time owing to the Funds by Obligors and/or Mortgagor under the Fund Documents. Notwithstanding anything contained in favour of or for this Mortgage to the benefit of contrary, the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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, maximum principal amount which may be given secured hereby at any one time is [ ] Dollars ($[ ]), plus interest thereon, and any disbursements made by Mortgagee for the Bank 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 Borrowermaximum amount of the lien created by this Mortgage, and do all such actsit shall not in any manner limit, deeds and things which may be so required, to perfect affect or impair any grant of a security interest or other right in favor of Mortgagee or the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation 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, ▇▇▇▇ as applicable and all other sums from time to time owing to the relevant state in India where Funds by Obligors and/or Mortgagor under the Fund Documents.] To the fullest extent permitted by applicable law, the lien of this 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 Mortgaged Property is situated and/or the Security is being createdsecured by this Mortgage).
Appears in 2 contracts
Sources: Contribution Deferral Agreement, Contribution Deferral Agreement (YRC Worldwide Inc.)
Security. The Borrower/s shall create/cause Seller reserves, and Buyer hereby grants to be created such Seller, both a general security on such assets /property more fully interest and a purchase money security interest in the Goods, all additions, attachments, accessions, parts, replacements, substitutions and renewals thereof, wherever situated, and the proceeds and products of all of the foregoing (the “Collateral”), to secure (i) with respect to the purchase money security interest, payment of any and all indebtedness and obligations of Buyer to Seller as to the purchase price of the Goods, and (ii) with respect to the general security interest, the obligations specified in the Schedule-II preceding clause (including any account/s and/or receivables i) and the performance of all other obligations of Buyer herein. The parties intend the Borrower/s and / or any other person/s acceptable Agreement (as defined in paragraph 1) to constitute a security agreement under the Bank), and/or cause such guarantee/s Uniform Commercial Code. Until the full amount owed to be furnished, as may be considered appropriate Seller 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 Buyer is paid and all of Buyer’s other monies whatsoever stipulated performance obligations have been satisfied or waived in or payable under writing by Seller, the Loan/Facility Documents. Such security Collateral shall be created / guarantee/s furnished within such period as may be required by remain at the Bank and the Borrower/s shall comply with all formalities in relation to such creation place of security / furnishing of guarantee/s to the satisfaction of the Bank.
(a) initial delivery at Buyer’s facility following shipment from Seller’s facility, shall not be discharged by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) relocated, shall be insured against all losses in addition an amount not less than the purchase price (with Seller as a named insured), shall be properly maintained, and shall be accessible at all reasonable times for inspection by Seller or Seller’s agents on the premises where the Collateral is located. Buyer shall reimburse Seller for all expenses, including reasonable attorney fees and legal expenses, incurred by Seller in seeking to collect any amounts owed to Seller from Buyer, in defending the priority of Seller’s security interests in the Collateral, or in pursuing any of Seller’s rights or remedies hereunder. Buyer authorizes Seller to prepare and not to file, any financing statement(s) (UCC- 1) or other documents evidencing Seller’s security interests in derogation the Collateral (a “Financing Statement”) and, to the extent Buyer’s execution 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 Financing Statement is 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right any applicable jurisdiction, Buyer hereby grants Seller a limited power of attorney to stipulate execute any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding such Financing Statement 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdBuyer’s behalf.
Appears in 2 contracts
Sources: General Terms and Conditions for Supply of Capital Equipment, General Terms and Conditions for Supply of Capital Equipment
Security. (a) On the date hereof, the Company shall purchase the New Pledged Securities, and at all times, subject to the Amended and Restated Pledge Agreement, pledge to the Trustee the Pledged Securities as security for the benefit of the Holders. The Borrower/s Pledged Securities must be in such amount as will be sufficient upon receipt of scheduled interest on and principal payments of such Pledged Securities, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide for payment in full of the fourth and fifth scheduled interest payments due on the Outstanding Notes. The Pledged Securities shall create/be pledged by the Company to the Trustee for the benefit of the Holders pursuant to the Amended and Restated Pledge Agreement and shall be held by the Trustee in the Escrow Account pending disposition pursuant to the Amended and Restated Pledge Agreement.
(b) Each Holder, by its continued acceptance of a Note, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Trustee to enter into the Amended and Restated Pledge Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company shall do or cause to be created done all such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables of the Borrower/s acts and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, things as may be considered appropriate by the Bankreasonably necessary or proper, 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 provisions of the Amended and Restated Pledge Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Amended and Restated Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause to be taken, any and all actions reasonably required (and any action reasonably requested by the Trustee) to cause the Amended and Restated Pledge Agreement to create and maintain, as security for the obligations of the Company under this Indenture and the Borrower/s shall comply with Notes, valid and enforceable first priority liens in and on all formalities the Pledged Securities, in relation favor of the Trustee, superior to such creation of security / furnishing of guarantee/s and prior to the satisfaction rights of the Bankthird Persons and subject to no other Liens.
(ac) shall The release of any Pledged Securities pursuant to the Amended and Restated Pledge Agreement will not be discharged deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture and the Amended and Restated Pledge Agreement. To the extent applicable, the Company shall cause TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Amended and Restated Pledge Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Amended and Restated Pledge Agreement, to be complied with. Any certificate or opinion required by intermediate payment TIA Section 314(d) may be made by an officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent appraiser or other expert selected or approved by the Borrower/s Company in the exercise of reasonable care.
(d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Amended and Restated Pledge Agreement, to be complied with. The Trustee may, to the extent permitted by Section 602 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments.
(e) The Trustee, in its sole discretion and without the consent of the Holders, may, and at the request of the Holders of at least 25% in aggregate principal amount of Notes then Outstanding shall, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any settlement of account by the Borrower/s; terms of the Amended and Restated Pledge Agreement and (bii) shall be in addition to collect and not in derogation of receive any other security which the Bank at any time hold and all amounts payable in respect of the Borrower/s’ dues; obligations of the Company thereunder. The Trustee shall have power to institute and to maintain such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Pledged Securities (c) shall including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be available unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the Bank until all accounts between the Bank and the Borrower/s in respect interest of the Facility/loan are ultimately settledHolders of the Trustee). If AMENDMENTS TO "DEFEASANCE AND COVENANT DEFEASANCE" SECTION 130. AMENDMENTS TO ARTICLE 13. Article 13 of the security which Indenture is hereby amended by deleting the Borrower/s may furnish existing Article 13 in its entirety and replacing it with the following: SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance. The Company may, at its option by Board Resolution, at any time, with respect to the Bank is found Notes, elect to have either Section 1302 or Section 1303 be insufficient / incorrect applied to all Outstanding Notes upon compliance with the conditions set forth below 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdArticle Thirteen.
Appears in 2 contracts
Sources: Supplemental Indenture (Pathnet Telecommunications Inc), Supplemental Indenture (Pathnet Telecommunications Inc)
Security. The Borrower/s shall create/cause to be created such security Tenant has deposited with Landlord an irrevocable letter of credit drawn on such assets /property more fully specified a bank in Fairfield County, Connecticut in the Schedule-II (including any account/s and/or receivables sum of $173,107.00 as security for the faithful performance and observance by Tenant of the Borrower/s terms, provisions and / conditions of this lease. Said letter of credit shall be automatically renewed during the term of this lease and any renewal periods. Tenant shall provide Landlord with renewal at least thirty (30) days prior to the expiration of the term of the letter of credit. If Tenant fails to do so, Landlord at its option can draw down the letter of credit and hold cash as security in accordance with the terms of this paragraph 22. It is agreed that in the event Tenant defaults in respect of any of the material, terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, beyond any applicable notice and cure period Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum the Landlord is entitled to hereunder. In the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, in favour event that Tenant shall have fully and faithfully complied with all of the Bankterms, in a form provisions, covenants and manner satisfactory to conditions of this lease, 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 returned to Tenant within such period thirty (30) days after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of the Borrower/s entire possession of the demised premises to Landlord, in accordance with the terms hereof. In the event of a sale of the Real Property and Building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) Demised Premises form a part, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and upon such transferee's acceptance of the security and notice thereof to Tenant, Landlord shall thereupon be released by Tenant from all liability for the return of such security. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither Landlord nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Lease Agreement (Priceline Com Inc)
Security. The Borrower/s Upon execution of this lease, the Tenant shall create/cause deposit with the Landlord the sum of ONE HUNDRED THOUSAND AND 00/100 ($100,000.00) DOLLARS as security for the full and faithful performance of this lease upon the part of the Tenant to be created such security on such assets /property more fully specified performed. In addition, Tenant shall deliver to Landlord an irrevocable, unconditional letter of credit (the "Letter of Credit"), drawable upon sight draft together with a certification of Landlord that Tenant is in default pursuant to the terms and conditions of this lease (beyond applicable notice and cure periods), which Letter of Credit shall initially be in the Schedule-II amount of THREE HUNDRED EIGHT THOUSAND THREE HUNDRED SEVENTY ONE AND 48/100 (including any account/s and/or receivables $308,371.48) DOLLARS, it being understood that the amount of said Letter of Credit may be reduced by the Borrower/s amount of ten (10%) percent each year during the term. Said Letter of Credit shall be automatically renewable and / shall be issued by a banking institution located in the State of New Jersey or any other person/s the City of New York which is reasonably acceptable to the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by Landlord. In 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 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 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 a default under facility/loan Documents. The Borrower by Tenant and termination of this lease by Landlord, Landlord shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other cash said Letter of Credit and further terms to retain that portion thereof which is equal to the unamortized portion of the real estate brokerage commission to be paid by Landlord pursuant to Article 44 hereof. Any remaining amount shall be returned to Tenant. Upon termination of this lease, and providing the Tenant is not in default hereunder and has performed all of the conditions of this lease, the Landlord shall return the said sum of ONE HUNDRED THOUSAND AND 00/100 ($100,000.00) DOLLARS and the Letter of Credit to the Tenant. Anything herein contained to the contrary notwithstanding, it is expressly understood and agreed that the said security deposit shall not bear interest. Tenant covenants and agrees that it may deem fit at any time prior to will not assign, pledge, hypothecate, mortgage or after otherwise encumber the grant aforementioned security during the term of the Loan, which shall be binding on the Borrowerthis lease. The Borrower agrees It is expressly understood and undertakes agreed that the Borrower Landlord shall cooperate have the right to co-mingle the security funds with its general funds and comply with any directions and requests, which may said security shall not be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations required to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsegregated.
Appears in 1 contract
Sources: Lease Agreement (Lifecell Corp)
Security. The Borrower/s 35.01. Tenant shall create/cause deposit with Landlord the sum of $25,088.34 upon the execution of this Lease. Said deposit (sometimes referred to as the "Security Deposit") shall be held by Landlord as security for the faithful performance by Tenant of all the terms of the Lease by said Tenant to be created observed and performed. The Security Deposit shall not and may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the written consent of Landlord, and any such security act on such assets /property more fully specified in the Schedule-II (including part of Tenant shall be without force and effect and shall not be binding upon Landlord. If any account/s and/or receivables of the Borrower/s and / fixed or additional rent herein reserved or any other person/s acceptable sum payable by Tenant to Landlord shall be overdue and unpaid, beyond applicable notice and cure periods, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail to perform any of the Bank)terms, and/or cause such guarantee/s covenants, and conditions of the Lease, beyond applicable notice an cure periods, then Landlord may, at its option and without prejudice to be furnishedany other remedy which Landlord may have on account thereof, appropriate and apply the entire Security Deposit or so much thereof as may be considered appropriate necessary to compensate Landlord toward the payment of fixed or additional rent and any loss or damage sustained by Landlord due to such breach on the Bankpart of Tenant, in favour plus expenses; and Tenant shall forthwith upon demand restore the Security Deposit to the original sum deposited. The issuance of a warrant and/or the re-entering of the Bank, in a form and manner satisfactory Demised Premises by Landlord for any default on the part of Tenant or for any other reason prior to the Bank, as security for payment / repayment expiration of the loan/Facility together term shall not be deemed such a termination of the Lease as to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all interestof the terms, costscovenants, charges, expenses and conditions of the Lease and pays all of the fixed and additional rent and all other monies whatsoever stipulated in or sums payable under by Tenant to Landlord as they fall due, the Loan/Facility Documents. Such security Security Deposit shall be created / guarantee/s furnished within such period as may be required by promptly returned in full to Tenant after the Bank expiration of the term of the Lease and the Borrower/s shall comply with Tenant's satisfaction of all formalities in relation to such creation of security / furnishing of guarantee/s its obligations accruing prior to the satisfaction Lease expiration date. In the event of bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit and all other securities shall be deemed to be applied first to the payment of fixed and additional rent and other charges due Landlord for all periods prior to the filing of such proceedings. In the event of sale by Landlord of the Bank.
(a) Building, Landlord may deliver the then balance of the Security Deposit to the transferee of Landlord's interest in the Demised Premises and Landlord shall not thereupon be discharged by intermediate payment by from any further liability with respect to the Borrower/s Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage or any settlement of account by a lessor's interest in a superior lease to which the Borrower/s; (b) Lease is subordinate shall be responsible in addition to and not in derogation connection with the Security Deposit, by way of credit or payment of any other security which fixed or additional rent, or otherwise, unless such mortgagee or lessor actually shall have received 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the entire Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdDeposit.
Appears in 1 contract
Sources: Lease Agreement (I Many Inc)
Security. 13.01 The Borrower/s shall create/cause Landlord hereby acknowledges that the sum of $6,500.00 has been paid by the Tenant as a security deposit for the payment of rent hereunder and the full and faithful performance by the Tenant of the covenants and conditions on the part of the Tenant to be created such performed. The Tenant shall pay $32,908.00 as an additional security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables deposit upon Tenant’s execution of the Borrower/s and / or any other person/s acceptable within Lease, so that the security deposit with the Landlord amounts to two times the current monthly rent. Said sum shall be returned to the Bank)Tenant, and/or cause without interest, after the expiration of the term hereof, provided that the Tenant has fully and faithfully performed all such guarantee/s covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the landlord so elects, have recourse to be furnishedsuch security, as may be considered appropriate to make good any default by the BankTenant, in favour of which event the BankTenant shall, in a form and manner satisfactory on demand, promptly restore said security to its original amount. Liability to repay said security to the BankTenant shall run with the reversion and title to said premises, whether any change in ownership thereof be by voluntary alienation or as security for payment / repayment the result of the loan/Facility together with all interestjudicial sale, costsforeclosure or other proceedings, 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 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 exercise or a right of taking or entry by any mortgagee. The Landlord shall assign or transfer said security, if any, is subsequently found to be of inferior value to that as declared by 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 BankTenant, to any subsequent owner or holder of such valuethe reversion or title to said premises, in such form which case the assignee shall become liable for the repayment thereof as herein provided, and in such manner, as may the assignor shall be deemed fit to be released by the BankTenant from all liability to return such security. This provision shall be applicable to every alienation or change in title and shall in no wise be deemed to permit the Landlord to retain the security after termination of the Landlord’s ownership of the reversion of title. The Tenant shall not mortgage, forthwith upon so required encumber or assign said security without the written consent of the Landlord. Notwithstanding the above, the Tenant acknowledges that the security deposit held by the Bank. The Bank Landlord shall also have equal one and one-half current monthly installments during the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant term of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with within Lease or any directions and requests, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdrenewal.
Appears in 1 contract
Sources: Lease Agreement (Asta Funding Inc)
Security. B11.1 The Borrower/s Bidder shall create/cause to be created such provide bid 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.of:
(a) shall not be discharged by intermediate payment by a bid bond, in the Borrower/s or any settlement amount of account by at least ten percent (10%) of the Borrower/sTotal Bid Price, and agreement to bond of a company registered to conduct the business of a surety in Manitoba, in the form included in the Bid Submission (Form G1: Bid Bond and Agreement to Bond); or
(b) an irrevocable standby letter of credit, in the amount of at least ten percent (10%) of the Total Bid Price, and undertaking issued by a bank or other financial institution registered to conduct business in Manitoba and drawn on a branch located in Winnipeg, in the form included in the Bid Submission (Form G2: Irrevocable Standby Letter of Credit and Undertaking); or
(c) a certified cheque or draft payable to “The City of Winnipeg”, in the amount of at least fifty percent (50%) of the Total Bid Price, drawn on a bank or other financial institution registered to conduct business in Manitoba.
B11.1.1 If the Bidder submits alternative bids, the bid security shall be in addition to and not in derogation of any other security which the Bank at any time hold in respect amount of the Borrower/s’ dues; (c) specified percentage of the highest Total Bid Price submitted.
B11.1.2 All signatures on bid securities shall be available original, and shall be witnessed or sealed as required.
B11.2 The bid security of the successful Bidder and the next two lowest evaluated responsive and responsible Bidders will be released by the City when a Contract for the Work has been duly executed by the successful Bidder and the performance security furnished as provided herein. The bid securities of all other Bidders will be released when a Contract is awarded.
B11.2.1 Where the bid security provided by the successful Bidder is in the form of a certified cheque or draft pursuant to B11.1(c), it will be deposited and retained by the City as the performance security and no further submission is required.
B11.2.2 The City will not pay any interest on certified cheques or drafts furnished as bid security or subsequently retained as performance security.
B11.3 The bid securities of all Bidders will be released by the City as soon as practicable following notification by the Contract Administrator to the Bank until all accounts between the Bank and the Borrower/s in respect Bidders that no award of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish Contract will be made pursuant to the Bank is 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdBid Opportunity.
Appears in 1 contract
Sources: Bid Opportunity
Security. (a) On the Closing Date, the Company shall (i) enter into the Pledge Agreement and comply with the terms and provisions thereof and (ii) purchase the Pledged Securities to be pledged to the Trustee for the benefit of the Holders in an amount equal to the net proceeds to be received by the Company from the sale of the Securities (plus all cash owned by the Company on the Closing Date). On the Closing Date, the Company shall use a portion of the net proceeds of the initial issuance of the Securities to purchase Pledged Securities sufficient to fund the first six scheduled interest payments on the Securities (the "INTEREST COLLATERAL"). The Borrower/s Pledged Securities shall create/be pledged by the Company to the Trustee for the benefit of the Holders and shall be held by the Trustee in the Pledge Account pending disposition pursuant to the Pledge Agreement.
(b) Each Holder, by its acceptance of a Security, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Securities) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Trustee to enter into the Pledge Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be created done all such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables of the Borrower/s acts and / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, things as may be considered appropriate by the Banknecessary or proper, 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 provisions of the Pledge Agreement, to assure and the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s confirm to the satisfaction of Trustee the Bank.
(a) shall not be discharged by intermediate payment security interest in the Pledged Securities contemplated hereby, by the Borrower/s Pledge Agreement 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 found to be insufficient / incorrect in valuepart thereof, 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 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 constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause to be taken, any and all actions reasonably required (and any action requested by the Trustee) to cause the Pledge Agreement to create and maintain, as security for the obligations of the Company under this Indenture and the Securities, valid and enforceable first priority security interests in favour and on all the Pledged Securities, the Pledge Account, the Initial Note, the Intercompany Notes and the Acquired Equipment in favor of the Trustee, superior to and prior to the rights of third Persons and subject to no other Liens.
(c) Upon written request by the Company to the Trustee, Pledged Securities (other than Interest Collateral) shall be released from the Pledge Account to the Company in order to finance the cost (including, without limitation, the cost of design, development, construction, acquisition, installation or integration) (collectively, "ACQUIRED EQUIPMENT COST") of telecommunications inventory or equipment purchased or leased by the Company ("ACQUIRED EQUIPMENT") or to refinance on the Closing Date up to $50 million of indebtedness of GST USA and its subsidiaries secured by Acquired Equipment. Immediately upon the acquisition of Acquired Equipment, the Company shall grant a first priority security interest in such Acquired Equipment to the Trustee for the benefit of the BankHolders of the Securities. GST USA shall purchase all Acquired Equipment from the Company at a purchase price equal to the Acquired Equipment Cost for such Acquired Equipment and the purchase price shall be paid in the form of an Intercompany Note in a principal amount equal to the Acquired Equipment Cost, issued by GST USA and fully and unconditionally guaranteed by GST. Each Intercompany Note shall be secured by a first priority security interest in all Acquired Equipment purchased by GST USA. The Company shall grant a first priority security interest in all Intercompany Notes to the Trustee for the benefit of such valuethe Holders of the Securities. On the Assumption Date, GST USA shall grant a first priority security interest in such form and in such manner, as may be deemed fit all Acquired Equipment securing Intercompany Notes or then held by the Bank, forthwith upon so required by Company to the Bank. The Bank shall also have Trustee for the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant benefit of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions Holders of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdSecurities.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Tenant has this day deposited with the Schedule-II (including any account/s and/or receivables Landlord the sum of $44,874.53 as Security for the payment of the Borrower/s rent a Tenant has fully and / faithfully performed all such covenants and conditions and is not in arrears in Base Rent or any other person/s acceptable Additional Rent. The balance of the Security shall be returned to the Bank)Tenant, and/or cause without interest, at the expiration of the thirty-sixth (36th) month of the Term, provided that the Tenant has fully and faithfully performed all such guarantee/s covenants and conditions and is not in arrears in Base Rent or Additional Rent. During the Term hereof, the Landlord may, if the Landlord so elects, have recourse to be furnishedthe Security, as may be considered appropriate to make good any default by the BankTenant, in favour of which event the BankTenant shall, in a form and manner satisfactory on demand, promptly restore the Security to its original amount. Liability to repay the Security to the Bank, as security for payment / repayment of Tenant shall run with the loan/Facility together with all interest, costs, charges, expenses reversion 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 title to the satisfaction Demised Premises, whether any change in ownership thereof be by voluntary alienation or as the result of the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s judicial sale, foreclosure 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 found to be insufficient / incorrect in valueproceedings, 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 exercise of inferior value to that as declared a right of taking or entry by 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 Documentsany mortgagee. The Borrower Landlord shall furnish and create such security from time to time in favour of assign or transfer the Security, for the benefit of the BankTenant, to any subsequent owner or holder of such valuethe reversion or title to the Demised Premises, in such form which case the assignee shall become liable for the repayment thereof as herein provided, and in such manner, as may the assignor shall be deemed fit to be released by the Bank, forthwith upon so required by Tenant from all liability to return the Bank' Security. This provision shall be applicable to every alienation or change in title and shall in no wise be deemed to permit the Landlord to retain the Security after termination of the Landlord's ownership of the reversion or title. The Bank Tenant shall also have not mortgage, encumber or assign the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after Security without the grant written consent of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLandlord.
Appears in 1 contract
Sources: Lease Agreement (Diplomat Corp)
Security. 5.1 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 Borrower(s) unconditionally agree(s) that repayment and payment of the Borrower/s and / or any other person/s acceptable to the Bank)Loan, 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, costsfees, charges, commitment charges, penal charges and expenses and all other monies whatsoever stipulated in or amount due and payable under the Loan/Facility Documents. Such security Agreement to FICCL shall be secured by a first charge by way of mortgage in favour of FICCL over the Property and such other properties as FICCL may require from time to time.
5.2 FICCL shall have the right to decide in its sole discretion the type of mortgage or any other security and/ or additional security to be created / guarantee/by the Borrower( s furnished within ) for securing the Loan and all other amounts as aforesaid and the Borrower(s) shall be bound to create such period security and shall duly execute documents evidencing the same as may be required by FICCL.
5.3 The Borrower( s ) shall execute any bond(s) or Promissory Notes for the Bank Loan and all such other documents, power of attorney and agreements as may be required by FICCL. The originals of such documents shall be kept in safe custody with FICCL.
5.4 The securities provided herein shall be deemed to be continuing security in respect of the Borrower/s Loan availed by the Borrower(s). The Securities shall comply with not be discharged till such time all formalities the dues in relation to such creation respect of security / furnishing of guarantee/s the Loan are fully paid to the satisfaction of the BankFICCL and FICCL consents to give discharge in respect of any security in writing to the Borrower(s).
(a) 5.5 The securities shall not be discharged created within seven days from the first disbursement of the Loan or as directed by intermediate payment FICCL. In case of any delay by the Borrower/( s or any settlement of account by ) to comply with the Borrower/s; (b) above then FICCL would be entitled to levy additional interest rate @ 4 % p.a. and shall be in addition deemed to form part of the outstanding Loan. The liability to pay additional interest shall be without prejudice to FICCL’s other rights and not in derogation of any other security which the Bank remedies.
5.6 If at any time hold in respect during the subsistence of this Agreement, FICCL is of opinion that securities provided by the Borrower(s) has become inadequate to cover the balance due to FICCL, then on FICCL advising the Borrower/( s’ dues; (c) to that effect, the Borrower(s) shall be available provide and furnish to FICCL, to the Bank until all accounts between the Bank and the Borrower/s in respect satisfaction of the Facility/loan are ultimately settled. If the FICCL, such additional security which the Borrower/s as may furnish be acceptable to the Bank is found FICCL 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 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 cover such default as an event of default under facility/loan Documentsdeficiency. The Borrower shall furnish and create Borrower(s) further undertake(s) to submit such security other documents as may be required by FICCL from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 regard to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsaid Loan.
Appears in 1 contract
Sources: Loan Agreement
Security. The Borrower/s shall create/cause Contemporaneously with the execution and delivery by Tenant of this Lease, Tenant has deposited Ninety-five Thousand Eight Hundred Thirty-three Dollars and 33/100 ($95,833.33) with Owner 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 held by the Bank, in favour of the Bank, in a form and manner satisfactory to the Bank, Owner as security for payment / repayment the full and faithful performance by Tenant of the loan/Facility together with all interesteach and every term, costs, charges, expenses covenant and all other monies whatsoever stipulated in or payable under the Loan/Facility Documentscondition of this Lease. Such The security shall be created / guarantee/s furnished within such period as held in a separate interest bearing account selected by Owner. Interest earned on the security, less interest of one (1%) percent which may be required retained by Owner, shall accrue for the Bank account of Tenant and the Borrower/s shall comply with all formalities in relation be paid to such creation of security / furnishing of guarantee/s Tenant from time to the satisfaction of the Bank.
(a) time upon Tenant's request, provided Tenant shall not be discharged by intermediate in default beyond any notice or cure period. In the event that Tenant defaults in respect to any of the terms, provisions, covenants and conditions of this 50 51 Lease, including, but not limited to, payment by the Borrower/s of any item of fixed rent or any settlement item of account by additional rental or other charge payable under this Lease or the Borrower/s; (b) shall be in addition to and not in derogation performance of any other security obligation hereunder 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 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 remain uncured beyond notice or the additional securitycure periods, if any, is subsequently found then the said security deposit may be used, applied or retained by Owner, in whole or in Part, for the payment of any item of fixed rental or additional rental or other charge in default or for any other sum which Owner may expend or be required to expend by reason of Tenant's default, including any damages or deficiency in the reletting of the Demised Premises, whether such damage or deficiency may accrue before or after summary proceedings or other re-entry by Owner. In the event Owner shall apply the security on account of amounts due, upon Owner's demand, Tenant shall replenish the amount which has been applied by Owner. In the event that Tenant shall fully and faithfully comply with all the terms, provisions, covenants and conditions of this Lease, the security or any balance thereof together with accrued and unpaid interest shall be of inferior value returned to that as declared by the Borrower/s at Tenant after the time fixed as the expiration of availing the Facility and herein demised Term as declared in same may be extended. In the Application Form(s)absence of evidence satisfactory to Owner of any assignment of the security, or the Bank mayremaining balance thereof, in its discretionOwner may return the security or balance to the original Tenant, treat such default as an regardless of one or more assignments of the lease itself. In the event of default under facility/loan Documents. The Borrower a bona fide sale, subject to this Lease, Owner shall furnish and create such have the right to transfer any security from time deposit to time in favour of or the vendee for the benefit of Tenant and upon the Bank, transfer to said vendee the Owner shall be considered released by Tenant from all liability for the return of such valueor security or balance, and Tenant agrees to look to the new Owner solely for the return of the said security or balance, and it is agreed that this shall apply to every transfer or assignment made of the security or balance to a new Owner. No holder of a mortgage to which this Lease is subordinate shall be responsible in connection with the security deposited hereunder, unless such form and in such manner, as may be deemed fit by mortgagee actually shall have received the Bank, forthwith upon so required by the Banksecurity deposited hereunder. The Bank security deposited under this Lease shall also have not be mortgaged, assigned or encumbered by Tenant without the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant written consent of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdOwner.
Appears in 1 contract
Security. 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 In the Borrower/s or any settlement event of account by the Borrower/s; (b) shall be in addition to and not in derogation occurrence of any other security which the Bank at of (i) any time hold in respect downgrade of the Borrower/s’ dues; Debt Rating of the Borrower by S&P to a Debt Rating below the Debt Rating of the Borrower on the Closing Date, (cii) a downgrade of the Debt Rating of the Borrower by M▇▇▇▇’▇ below Baa3 or (iii) the failure of the Borrower to issue and sell at least $350,000,000 of long-term debt securities by June 13, 2008, the Borrower shall be available promptly (A) take all such actions to attempt to obtain all necessary regulatory approvals and consents and (B) use all commercially reasonable efforts to procure from the lenders under the Existing Credit Agreement and under PNM Resources, Inc.’s revolving credit facility in effect on the date hereof, all consents, in each case required to allow it to grant security interests in its Property 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 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 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 Administrative Agent for the benefit of the BankLenders and, after receipt of such valueapprovals and consents, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate promptly grant a first priority perfected security interest, subject to the pari passu liens granted or to be granted as provided pursuant to Section 8.5(s), in all of its Property (other than (i) the assets being Disposed of pursuant to the Sale of the Gas Assets, (ii) the Borrower’s assets secured under the FMB Indenture, but only to the extent of Insured Series First Mortgage Bonds, (iii) the Borrower’s assets which would customarily be excluded from a conventional utility mortgage and comply (iv) other assets as to which the Arrangers and the Borrower reasonably determine that the cost of obtaining a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security afforded thereby) to the Administrative Agent, for the benefit of the Lenders, as security for any obligations owing under the Facility.
(b) In connection with the foregoing, the Borrower agrees, and will cause each its Subsidiaries to, (i) execute and deliver any directions and requestsall further documents, financing statements, agreements and instruments, including the execution and delivery of any security agreements, mortgages, deeds of trusts or other security documents, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be given by required under any applicable law, or which the Bank Administrative Agent, the Arrangers or the Required Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests to be created in connection with the Section 7.13(a) and (ii) to the Borrower, and do all extent that any such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations Liens on any such Property are to be made/given, with/pari passu with the Liens granted or to be granted to any Governmental Authoritysecured party, including without limitation under cause the provisions holders of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable such secured obligations (or a representative thereof) to have entered into an intercreditor agreement acceptable to the relevant state in India where Administrative Agent and the Property is situated and/or the Security is being createdArrangers, on customary terms.
Appears in 1 contract
Sources: Delayed Draw Term Loan Agreement (Public Service Co of New Mexico)
Security. 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 a) In consideration of the Borrower/s Lender granting the Loan and / or any other person/s acceptable as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, create security in favour of the BankLender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the "Security"). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour of the Lender by registering of charges with various authorities, and the cost incurred by the Lender for creation of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration of the charge and in a form and manner satisfactory the event of not remitting the same, the Lender may debit such amount to the Bank, as security loan account of the Borrower.
b) The Security provided under this Agreement shall be for payment / repayment of the loan/Facility Loan together with all interest, costs, charges, expenses the interest and all other monies whatsoever stipulated in or payable under obligations herein. At no point of time the Loan/Facility Documents. Such security Borrower and/or the Guarantor(s) shall be created / guarantee/s furnished within allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lender, which consent may be given at the discretion of the Lender.
c) If at any point of time, in the view of Lender, the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such period additional security in such manner and form as may be required by the Bank Lender in this regard, and the Borrower/s shall comply with all formalities in relation Borrower and/or the Guarantor(s) hereby agrees to such creation of provide the additional security / furnishing of guarantee/s to within the satisfaction time period as stated by the Lender.
d) The liability of the Bank.
(a) shall not be discharged by intermediate payment by Borrower and the Borrower/s or any settlement of account by the Borrower/s; (bGuarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in addition any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shall, at the time when the proceedings are taken against the Borrower or Guarantor(s) under the guarantee or other security documents be outstanding or unrealized or lost.
e) The Borrower and the Guarantor(s) hereby agree that, the Lender shall have right of lien over all the assets of the Borrower and the Guarantor(s) for the Loan availed by the Borrower either under this Agreement or under any other agreement or financial assistance availed by the Borrower from the Lender. The Borrower and Guarantor(s) hereby agree that they shall not in derogation any way, dispose off their assets without the prior written consent of any the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other security which catastrophy. In case the Bank Lender insures the same in the name of the Borrower and/or Lender at any time hold in respect the cost 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 found to be insufficient / incorrect in value, the Bank may direct Lender is entitled to deduct 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 first year's premium amount as declared by the Borrower/s at the time of availing the Facility and as declared mentioned in the Application Form(s), Schedule 2 from 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 amount granted to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that subsequent year's premium as mentioned in the Schedule 3 shall be paid by the Borrower shall cooperate and comply with any directions and requests, which may will be given added to the EMI amount payable by the Bank to the Borrower, and do all such actsto enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, deeds and things which the difference amount shall be debited or credited as the case may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state loan account, and in India where case of debit, such amount shall be payable by the Property Borrower within 7 days of receipt of notice from the Lender and in the event of failure to pay the amount within the stipulated time, then such amount is situated and/or the Security is being created.payable together with interest @36% p.a
Appears in 1 contract
Sources: Loan Agreement
Security. The Borrower/s shall create/cause Tenant, simultaneously with the Commencement Date, has deposited with Landlord the sum of $35,000.00, the receipt of which is hereby acknowledged (checks subject 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 Bankcollection), and/or cause such guarantee/s to which sum shall be furnished, as may be considered appropriate retained by the Bank, in favour of the Bank, in a form and manner satisfactory to the Bank, Landlord as security for the payment / repayment of rent by Tenant and for Tenant's faithful performance of its obligations under this Lease. Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the loan/Facility together with all interestrent and any other sum payable by Tenant under this Lease, costsand/or toward the performance of each and every of Tenant's covenants under this Lease, charges, expenses but such covenants and all other monies whatsoever stipulated in or payable Tenant's liability under the Loan/Facility Documents. Such security this Lease shall thereby be discharged only pro tanto and Tenant shall remain I liable for any amounts that such sum shall be created / guarantee/s furnished within such period as insufficient to pay. Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be required by deemed to require Landlord to do so. In 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) event this deposit shall not be discharged utilized for any of such purposes, then such deposit shall be returned by intermediate payment by Landlord to Tenant within fifteen (15) days after the Borrower/s expiration of the term of this Lease 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 found to be insufficient / incorrect in valueextension hereof, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish or the additional securityless an amount, if any, is subsequently found determined by Landlord to be of inferior value to that as declared by 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 reasonably necessary for the benefit fulfillment of Tenant's obligations that survive the Bankterm of this Lease, which amount shall be immediately returned to Tenant upon fulfillment of such valueobligations. Promptly, in upon demand by Landlord, Tenant shall deposit with Landlord such form and in such manner, additional sum as may be deemed fit necessary to replace any amounts expended therefrom by Landlord pursuant to the Bankprovisions hereof, forthwith upon so that there shall always be a security deposit in the sum first set forth above. Landlord may commingle the security deposit with other funds and shall not be required by the Bankto pay Tenant any interest on said security deposit. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 security may be given by in the Bank to the Borrowerform of an irrevocable, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) unconditional letter of credit pursuant to Section 21.19 of this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLease.
Appears in 1 contract
Sources: Lease Agreement (Revenge Marine Inc)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Twenty-second.--The Tenant has this day deposited with the Schedule-II (including any account/s and/or receivables Landlord the sum 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, $ See Rider paragraph 29 as security for payment / repayment the full and faithful performance by the Tenant of all the terms, covenants and conditions of this lease upon the Tenant's part to be performed, which said sum shall be returned to the Tenant after the time fixed as the expiration of the loan/Facility together with term herein, provided the Tenant has fully and faithfully carried out all interestof said terms, costscovenants and conditions on Tenant's part to be performed. In the event of a bona fide sale, chargessubject to this lease, expenses and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such Landlord shall have the right to transfer the 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 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 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 vendee for the benefit of the Bank, Tenant and the Landlord shall be considered released by the Tenant from all liability for the return of such valuesecurity; and the Tenant agrees to look to the new Landlord solely for the return of the said security, in such form and in such mannerit is agreed that this shall apply to every transfer or assignment made of the security to a new Landlord. The security deposited under the lease shall not be mortgaged, as may be deemed fit assigned or encumbered by the BankTenant without the written consent of the Landlord. provided landlord gives notice to tenant and Transferee acknowledge in writing receipt of the ** Arbitration Twenty-third.--Any dispute arising under this lease shall be settled by arbitration. Then Landlord and Tenant shall each choose an arbitrator, forthwith upon so required by and the Banktwo arbitrators thus chosen shall select a third arbitrator. The Bank shall also have the right to stipulate any other findings and further terms and conditions that it may deem fit at any time prior to or after the grant award of the Loan, which three arbitrators thus chosen shall be final and binding on the Borrowerparties hereto. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requests, which may be given by the Bank **security to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdtenant.
Appears in 1 contract
Sources: Lease Agreement (Imagemax Inc)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Tenant will deposit 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, Security with Landlord as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together with all interestterms, costsprovisions and conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, chargesprovisions and conditions of this Lease, expenses and all other monies whatsoever stipulated including, but not limited to, the payment of rent, Landlord may use, apply or retain the whole or any part of the Security to the extent required for the payment of any rent as to which Tenant is in default or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as for any sum which Landlord may expend or may be required to expend by the Bank and the Borrower/s shall comply with all formalities reason of Tenant’s default in relation to such creation respect of security / furnishing of guarantee/s to the satisfaction any of the Bank.
(a) shall terms, covenants and conditions of this Lease, including, but not be discharged limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by intermediate payment by Landlord. To the Borrower/s extent that Landlord, during the term hereof, so uses, applies or retains all or any settlement part of account the Security, Tenant shall, on demand, promptly restore the Security to its original amount. The Security (less any portions thereof used, applied or retained by Landlord in accordance with the Borrower/s; (bprovisions of this Article 5) shall be in addition returned to Tenant after the termination date (or after such other date when the term may expire or be terminated, with out the fault of Tenant, pursuant to the provisions of this Lease or pursuant to law) and not in derogation after delivery of any other security which the Bank at any time hold in respect entire possession of the Borrower/s’ dues; (c) shall be available Premises to Landlord in accordance with the Bank until all accounts between provisions of this Lease. In the Bank and the Borrower/s in respect event of a sale or leasing of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueLand and Building, 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 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 Landlord shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the Security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security, and Tenant agrees to look to the new Landlord solely for the return of said Security. It is agreed that the provisions hereof shall apply to every such transfer or assignment made of the Security. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which Security and that neither Landlord nor its successors and assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Lease Agreement (Tangoe Inc)
Security. The Borrower/s Loan shall create/cause to be created such security on such assets /property more fully specified in evidenced or secured by the Schedule-II (including any account/s and/or receivables of following documents, made by the Borrower/s , which shall be provided contemporaneously with the execution of this Agreement, shall be in form and / or any other person/s acceptable substance satisfactory to the Bank), and/or cause such guarantee/s Lender and shall be supported by all necessary resolutions and opinions (each in form and substance satisfactory to be furnished, as may be considered appropriate the Lender and the Lender’s counsel):
(a) a promissory note made by the Bank, Borrower;
(b) a general security agreement from the Borrower in favour of the BankLender granting a first-ranking security interest in all of its present and after-acquired real and personal property, assets and undertaking, subject to Permitted Encumbrances;
(c) a deed of moveable hypothec under Quebec law granting a first-ranking charge in a form all present and manner satisfactory to the Bank, as security for payment / repayment future personal (moveable) collateral of the loan/Facility together with all interestBorrower located in the Province of Quebec, 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 subject to such creation of security / furnishing of guarantee/s to the satisfaction of the Bank.Permitted Encumbrances;
(ad) shall not be discharged by intermediate payment by the Borrower/s or any settlement an assignment 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 all of the Borrower/s’ dues; (c) shall be available ’s rights and interests pursuant 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 License Agreements;
(e) a cash collateral agreement pursuant to which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueBorrower will, 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 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 and as adjusted from time to time, deposit cash with the Lender as additional security for the benefit liabilities and obligations of the Bank, Borrower hereunder and in respect of such value, which the Borrower will grant to the Lender a security interest pursuant to the PPSA; and
(f) an assignment of insurance from the Borrower covering fire and all risks normally insured against by similar businesses to that carried on by the Borrower and in such form and amount as the Lender may require in respect of all of the Collateral and in respect of which the Lender is shown as a loss payee. In addition, the Borrower shall provide the Lender with the following (the “Additional Closing Documents”), in form and substance satisfactory to the Lender:
(g) such manner, officers’ certificates with respect to the Borrower and such legal opinions and other supporting documents as may be deemed fit the Lender shall require; and
(h) an acknowledgement by the Bankhead landlord of the Borrower’s distribution centre and by 3E Logistics Inc. of the Lender’s security interest in the assets of the Borrower, forthwith upon so required waivers satisfactory to the Lender by such persons of any Lien or other claims by either of them to the Borrower’s assets and agreements permitting the Lender access to, and a right to remain on, the premises in question to exercise its rights and remedies and otherwise deal with the Borrower’s assets. The Borrower will from time to time at its expense duly authorize, execute and deliver to the Lender such further instruments and documents and take such further action as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits granted or intended to be granted to the Lender by the Bank. The Bank shall also have the right to stipulate any other Security Agreements and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loanrights and remedies therein granted to the Lender, which shall be binding on including without limitation, the filing of financing statements or other documents under any Applicable Law with respect to the Liens created thereby. Unless prohibited by Applicable Law, the Borrower authorizes the Lender to file any such financing statement or similar documents without the signature of the Borrower. The Borrower agrees acknowledges that changes to Applicable Law may require the execution and undertakes delivery of different forms of documentation, and accordingly the Lender shall have the right to require that the Security Agreements be amended, supplemented or replaced (and the Borrower shall cooperate duly authorize, execute and comply with any directions and requests, which may be given by the Bank deliver to the BorrowerLender on request any such amendment, and do all such acts, deeds and things which may be so required, supplement or replacement with respect to perfect any of the Security created under Agreements to which the relevant Security Document(sBorrower is a party): (i) pursuant to this Clause including without limitation reflect any change in Applicable Law, whether arising as a result of statutory amendments, court decisions or otherwise; or (ii) to facilitate the creation and registration of appropriate forms of security in all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdjurisdictions.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully Tenant has deposited with Landlord the sum specified in the Schedule-II (including any account/s and/or receivables Article N 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, Section 1 as security for payment / repayment the faithful performance and observance by Tenant of all of the loan/Facility together terms, covenants, conditions, provisions and agreements of this Lease. Tenant shall not be entitled to interest on such security deposit and Landlord shall not be obligated to hold such deposit as a separate fund, but may commingle it with all interestother funds. In the event Tenant defaults in respect of any of the terms, costscovenants, chargesconditions, expenses and all provisions or agreements of this Lease, including but not Limited to, the payment of rent or other monies whatsoever stipulated sums due hereunder, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent or another sums as to which Tenant is in default or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the Bank terms, covenants, conditions, provisions or agreements of this Lease, including, but not Limited to, any damages or deficiency in the reletting of Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord, Tenant, on demand by Landlord, will forthwith replenish the security or any portion thereof so used or applied by Landlord. In the event that Tenant shall fully and the Borrower/s shall faithfully 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 terms, covenants, conditions, provisions and agreements of this Leases, the Borrower/s or any settlement of account by the Borrower/s; (b) security, without interest, shall be in addition returned to and not in derogation Tenant within thirty (30) days promptly after the date fixed as the end of any other security which this Lease but only after delivery of entire possession of Demised Premises to Landlord. In the Bank at any time hold in respect event of a sate of the Borrower/s’ dues; (c) shall be available to the Bank until all accounts between the Bank and the Borrower/s in respect Land and/or Building or Leasing of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.land
Appears in 1 contract
Sources: Lease Agreement (Homelife Inc)
Security. 67.01 of this Lease (the "Security Deposit"). The Borrower/s amount of the Security Deposit shall create/cause to be created such security on such assets /property more fully specified increased by Tenant coincident with every increase in Base Annual Rent. It is agreed that in the Schedule-II event Tenant defaults beyond the expiration of any applicable notice and grace periods (including provided that Tenant shall have commenced such cure within the applicable grace period and shall thereafter be diligently prosecuting such cure to completion within the applicable grace period) in respect of any account/s and/or receivables of the Borrower/s terms, provisions, covenants and / conditions of this Lease including, but not limited to, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other person/s acceptable sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants, and conditions of this Lease, the Security Deposit shall be returned to Tenant after the date fixed as the end of this Lease and after delivery of possession of the Demised Premises to Landlord in the condition required by, and in accordance with, the terms of this Lease. In the event of a sale of the Building or leasing of the Building, Landlord shall transfer the Security Deposit to the Bankvendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit; and Tenant agrees to look solely to the new landlord for the return of said Security Deposit; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the Security Deposit, Tenant shall forthwith restore the amount so applied or retained so that at all time the amount deposited shall be as set forth above. Provided Tenant shall not then be in default in the payment of rent or otherwise be in default under this Lease beyond any applicable notice and grace period (provided that Tenant shall have commenced such cure within the applicable grace period and shall thereafter be diligently prosecuting such cure to completion within the applicable grace period), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, in favour and provided that Landlord shall not have applied all or any portion of the Banksecurity as provided for under this paragraph, in a form and manner satisfactory to then on the Bank, as security for payment / repayment first (1st) anniversary of the loan/Facility together with all interestEffective Date, 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 reduced by an amount equal to $98,276.16 (the "Reduction Amount") and Landlord shall return to Tenant the Reduction Amount, together with interest earned thereon, if any. From and after the first (1st) anniversary of the Effective Date and continuing throughout the balance of the Term, Landlord shall retain an amount equal to four (4) full months of Base Annual Rent then in effect under this Lease with respect to the Additional Premises as the security deposit in accordance with the terms of this Lease.
01. Amendment shall be, at the sole option of Landlord, null and void and of no further force and effect. Notwithstanding the foregoing, provided Tenant shall not then be in default in the payment of rent or otherwise be in default under this Lease beyond any applicable notice and grace period (provided that Tenant shall have commenced such cure within the applicable grace period and shall thereafter be diligently prosecuting such period cure to completion within the applicable grace period), and provided that Landlord shall not have drawn down any amount under the letter of credit as may be required provided for under this paragraph, then Tenant shall have the right, on the first (1st) anniversary of the Effective Date, to reduce the face amount of the letter of credit by the Bank Reduction Amount. From and after the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s to the satisfaction first (1st) anniversary of the BankEffective Date and continuing throughout the balance of the Term, the letter of credit shall be for the full face amount equivalent to four (4) full months of Base Annual Rent then in effect under this Lease for the Additional Premises.
(a) shall not be discharged 67.02 If the Security Deposit held by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) Landlord shall be in cash, the same shall be held in an interest-bearing account and any interest earned shall be for the account of Tenant and shall be held by Landlord as an addition to and not in derogation of any other security which the Bank at any time hold in respect Security Deposit for the entire Term of the Borrower/s’ dues; (c) Lease. Landlord shall be available entitled to an administrative fee of 1% per annum, or such greater percentage permitted by law, on the amount of the Security Deposit held by Landlord. The administrative fee shall be paid to Landlord at the end of the Term of this Lease or at such other time or times as Landlord shall elect.
67.03 In the event that during the Term of this Lease the Security Deposit held by Landlord (not including interest) is less than four monthly installments of the Base Annual Rent payable with respect to the Bank until all accounts Additional Premises under Article 3, Tenant shall, on written demand by Landlord, deposit with Landlord on account of the security herein provided for, the difference between the Bank Security Deposit then held by Landlord and the Borrower/s a sum equal to four (4) months' installments of Base Annual Rent.
67.04 If Tenant fails to pay any Base Annual Rent or any Additional Rent payable under this Lease within ten (10) days after such payment is due twice in respect any twelve-month period, Tenant shall furnish Landlord, within ten days after demand by Landlord, with additional monies equal to one month's installment of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is 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 the Borrower/s Base Annual Rent at the time of availing rate payable during 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, last Lease Year which shall be binding on the Borrower. The Borrower agrees added to 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 acts, deeds and things which may be so required, to perfect included in the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdDeposit."
Appears in 1 contract
Sources: Modification of Lease Agreement (Fay Leslie Co Inc)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Upon the Schedule-II (including any account/s and/or receivables termination of the Borrower/s and / 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 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 other person/s acceptable 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 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 DocumentsGuarantor. Such security HPT 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 entitled to such creation draw upon any Satisfactory Letter of security / furnishing of guarantee/s Credit delivered to the satisfaction of the Bank.
it (a) shall not be discharged by intermediate payment by for the Borrower/s or full amount thereof if at any settlement time there is less than thirty (30) days until the expiry date of account by the Borrower/ssuch Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall be not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in addition a material way, 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 and not in derogation of any other security which the Bank at any time hold in respect of the Borrower/s’ duesHPT; or (c) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations under this Guaranty in accordance with the terms hereof. HPT shall be available entitled to apply any cash collateral held by it or the Collateral Agent to the Bank until all accounts between the Bank and the Borrower/s in respect overdue obligations of the Facility/loan are ultimately settledGuarantor hereunder in such order and at such times as HPT may determine in its sole judgment. If Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the security which the Borrower/s may furnish Guarantor’s risk, in interest bearing investments reasonably acceptable to the Bank is found to be insufficient / incorrect in valueGuarantor. Any interest on such cash collateral, 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 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 Bank, of such value, any losses in such form and in such mannerinvestments, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right belong to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdIHG.
Appears in 1 contract
Security. The Borrower/s shall create/cause Section 39.01. Tenant has delivered to be created such security on such assets /property more fully specified Landlord a letter of credit in the Scheduleamount of TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($217,000.00) DOLLARS as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease, including without limitation the completion of the Tenant Allowance Work and the Tenant Improvements pursuant to the provisions of Article 5 of this Lease. Landlord and Tenant acknowledge and agree that upon completion of the Tenant Improvements and delivery to Landlord of the documentation required pursuant to Subparagraph (C) of Section 5.05 of this Lease, said $217,000.00 Letter of Credit shall be reduced to the amount of $46,110.00, which amount shall thereafter serve as the security deposit under this Lease. At any time during which Landlord shall be holding a letter of credit as the security deposit under this Lease, Tenant shall have the right to substitute a cash deposit for said letter of credit by delivering to Landlord a check in the amount of the letter of credit then being held by the Landlord. Upon receipt and clearance of the funds, Landlord shall return the letter of credit to Tenant for cancellation. Thereafter, all references herein to the security deposit herein shall be deemed to refer to such cash security deposit. Upon delivery of this Lease to Landlord as executed by Tenant, Tenant shall deliver to Landlord an irrevocable, unconditional Letter of Credit from Fleet Bank (or another money center bank reasonably acceptable to Landlord), in the form annexed hereto as Exhibit C in the amount of $217,000.00, which letter of credit shall serve as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease. Said letter of credit shall name National Realty & Development Corp. as sole beneficiary and shall expire on the Expiration Date hereof; provided, however, said letter of credit may provide that it will expire prior to the Expiration Date (but in no event prior to the one (1) year anniversary of the Commencement Date) if said letter of credit is renewed by Tenant, without amendment, and evidence of such renewal is delivered to Landlord prior to that date which is thirty (30) days prior to the expiration date thereof. The letter of credit shall provide that partial drawings shall be permitted. If, for any reason, such letter of credit shall expire without National Realty & Development Corp. (as agent of Landlord) having drawn thereon for any reason, including, without limitation, the inadvertent failure to do so by National Realty & Development Corp., then Tenant shall deliver to National Realty & Development Corp. a replacement of such letter of credit or a cash deposit to bring the security deposit required hereunder to the appropriate balance. Said letter of credit shall specifically provide that Landlord and National Realty & Development Corp. will receive not less than forty-II five (45) days written notice of the election of the issuing bank to not renew the same. Whether or not Landlord or National Realty & Development Corp. shall receive notice of cancellation or non-renewal of the letter of credit, Tenant shall deliver to National Realty & Development Corp. a replacement of such letter of credit prior to that date which is thirty (30) days prior to the cancellation date, expiration date or non-renewal date of the letter of credit. Tenant's failure to deliver evidence of the renewal of the letter of credit or a replacement letter of credit as aforesaid shall, in either case, be deemed a default under this Lease, and without further notice, National Realty & Development Corp. shall be entitled to draw upon the expiring letter of credit in the entire amount thereof. In the event Tenant defaults in respect of any of the provisions, covenants or conditions of this Lease, including, but not limited to, defaults in the payment of annual minimum rent or additional rent, beyond the applicable notice and cure periods provided for herein, or in the event that that Tenant has vacated, abandoned or deserted the performance of the Tenant Improvements or is not diligently pursuing the same to completion or Tenant has failed to pay for the furnishings, installation or construction of Tenant Improvements (including the Tenant Allowance Work) or any account/s and/or receivables portion thereof, or in the event that Tenant has failed to complete the Tenant Improvements by the Tenant Improvements Completion Date, then National Realty & Development Corp. may, on Landlord's behalf, from time to time draw upon the security deposit and use, apply, or retain the whole or any part thereof to the extent required for the payment of the Borrower/s any annual minimum rent (including payment of annual minimum rental previously abated as set forth in Section 5.05 of this Lease) and / additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Landlord 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 expend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to expend by reason of Tenant's default, beyond the Bank applicable notice and cure periods provided herein, in respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, reasonable counsel fees and other collection charges, or with respect to any damages or deficiency in the re-letting, repairing or altering of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or re-entry by Landlord, or in connection with the removal of the Installations (hereinafter defined) (the amount which National Realty & Development Corp. may draw determined as set forth in this sentence is hereinafter referred to as the "default amount"). In the event National Realty & Development Corp. (as agent of Landlord) shall draw upon a letter of credit deposited as a security deposit hereunder 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 amount drawn by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) National Realty & Development Corp. shall be in addition to and not in derogation of any other security which the Bank at any time hold in respect excess of the Borrower/s’ dues; (c) default amount, the excess shall be available held by in a non-interest-bearing account at a commercial bank or financial institution as a security deposit hereunder to be used for the Bank until purposes set forth herein. After the expiration of the Lease, and after delivery of entire possession of the Demised Premises to Landlord, and after applying or retaining any portion of the security required to cure any and all accounts between defaults by Tenant under this Lease, the Bank letter of credit and the Borrower/s in respect of the Facility/loan are ultimately settled. If the cash security which the Borrower/s may furnish to the Bank is 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 securitydeposit, if any, is subsequently found then held by Landlord shall be returned to Tenant without interest. If, due to Tenant's default hereunder, Landlord shall be entitled to apply or retain any portion of inferior value said security, Tenant shall, within five (5) days following demand, secure for the sole benefit of Landlord, a new or additional letter of credit naming Tenant as beneficiary and complying with the requirements set forth herein or deliver to that as declared Landlord a cash security deposit sufficient to comply with this Section, including the required amount. Tenant shall not assign or encumber the security deposited hereunder and neither Landlord or its successors or assigns shall be bound by any such assignment or encumbrance. In the Borrower/s at absence of evidence satisfactory to Landlord of any assignment of the time right to receive the security, or the remaining portion thereof, Landlord may return the security to the original tenant regardless of availing any number of assignments of the Facility and as declared in Lease itself. In the Application Form(s), the Bank may, in its discretion, treat such default as an event of default a sale of the Demised Premises or larger premises of which the Demised Premises form a part, Landlord shall have the right to transfer the cash security and the beneficiary rights under facility/loan Documents. The Borrower any letter of credit to the purchaser who shall furnish and create such security from time to time in favour of or hold the same for the benefit of Tenant in accordance with the Bankterms of this Lease, and Landlord and National Realty & Development Corp., after giving notice to Tenant, shall be deemed released by Tenant from all liability for the return of such valuesecurity and Tenant shall look solely to the new owner for the release or the return thereof. Tenant shall, upon request, deliver confirmation of said transfer of beneficiary rights and a replacement letter of credit naming the transferee as beneficiary if necessary or if requested. Landlord agrees to return any letter of credit it is then holding with respect to this Lease to the issuing bank if required by the issuing bank to receive a replacement letter of credit. No holder of any mortgage upon the Demised Premises or the larger property of which the Demised Premises forms a part shall be responsible in connection with the security deposited hereunder unless such form mortgagee shall have in fact received such security or be named beneficiary thereof and acknowledged such receipt or beneficiary status in writing to Tenant. In the event of a foreclosure of the Demised Premises, or the larger property of which the Demised Premises forms a part, Tenant shall, on demand of mortgagee, reissue the letter of credit in compliance with this Section, naming the mortgagee, or such manner, other party as may be deemed fit designated by mortgagee, as the Bank, forthwith upon so required by the Banksole beneficiary. The Bank shall also have the right Tenant acknowledges that Tenant is to stipulate any other and further terms and conditions that it may deem fit at any time perform certain obligations under this Lease prior to or after the grant Commencement Date of the Loan, which shall be binding on the Borrower. The Borrower agrees term of this Lease and undertakes that the Borrower shall cooperate and comply with any directions and requests, which security deposit may be given applied by Landlord (or by National Realty & Development Corp. on behalf of Landlord) in the Bank to event Tenant shall default under any such obligations beyond any applicable notice and cure periods notwithstanding that the Borrower, and do all such acts, deeds and things which Commencement Date may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being creatednot yet have occurred.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such 8.01. Tenant has deposited with Landlord the Security Deposit as security on such assets /property more fully specified for the full and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the Schedule-II (including full and prompt payment and performance of any account/s and/or receivables of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Borrower/s and / Security Deposit to the extent required for the payment of any Rent or any other person/s acceptable sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the security, Tenant shall upon demand immediately deposit with Landlord a sum equal to the Bank)amount so used, 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 applied and manner satisfactory to the Bankretained, as security for payment / repayment as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the loan/Facility together with Demised Premises. In the event of any sale or leasing of the Land, Landlord shall have the right to transfer the security to which Tenant is entitled to the vendee or lessee and Landlord shall thereupon be released by Tenant from all interestliability for the return or payment thereof; and Tenant shall look solely to the new landlord for the return or payment of the same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, costs, charges, expenses and all other monies whatsoever stipulated in neither Landlord nor its successors or payable under the Loan/Facility Documents. Such security assigns shall be created / guarantee/s furnished within bound by any such period as may assignment, encumbrance, attempted assignment or attempted encumbrance.
8.02. Tenant shall have the option of posting a letter of credit in lieu of a cash security deposit in which case the following provisions (i.e. Articles 8.02, 8.03 and 8.04) shall apply: As security for the performance by Tenant of all the terms, conditions and covenants of this Lease upon Tenant's part to be required by performed, Tenant shall provide to Landlord an irrevocable Letter of Credit in the Bank amount of Eighty Thousand Three Hundred Eighty Nine and 50/100 ($80,389.50) in form and substance satisfactory to Landlord. Landlord shall have the Borrower/s shall right, upon thirty (30) days notice to Tenant (except for Tenant's non-payment of Rent or for Tenant's failure to comply with all formalities in relation to such creation of security / furnishing of guarantee/s to the satisfaction Article 8.03 for which no notice shall be required), and regardless 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 exercise of any other security which remedy the Bank Landlord may have by reason of a default, to draw upon said Letter of Credit to cure any default of Tenant and if Landlord does so, Tenant shall upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at any time hold in respect all times during the Term of this Lease. In the event of a sale of the Borrower/s’ dues; (c) Building or a lease of the Building, subject to this Lease, Landlord shall have the right to transfer the security to the vendee or lessee.
8.03. The Letter of Credit shall be available the type which is automatically renewed on an annual basis (annual Renewal Date); and will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) sixty (60) day advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date.
8.04. In the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, in the amount stated above, on or before thirty (30) days prior to the Bank until all accounts between the Bank and the Borrower/s in respect of the Facility/loan are ultimately settlednext Annual Renewal Date, said failure shall be deemed a default under this Lease. If the security which the Borrower/s may furnish to the Bank is 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 the Borrower/s at the time of availing the Facility and as declared in the Application Form(s), the Bank Landlord may, in its discretion, discretion treat such this the same as a default as an event in the payment of default under facility/loan Documents. The Borrower shall furnish and create such security from time to time in favour of rent or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other default and further terms pursue the appropriate remedy. In addition, and conditions that it may deem fit at any time prior to or after the grant of the Loannot in limitation, which Landlord shall be binding on permitted to draw upon the Borrower. The Borrower agrees and undertakes that Letter of Credit as in the Borrower shall cooperate and comply with case of any directions and requests, which may be given other default by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created Tenant under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLease.
Appears in 1 contract
Sources: Lease (G Iii Apparel Group LTD /De/)
Security. The Borrower/s shall create/cause to be created such As general and continuing collateral security on such assets /property more fully specified in for the Schedule-II (including any account/s and/or receivables due payment of the Borrower/s Principal Sum, interest and / all other monies payable hereunder or any other person/s acceptable from time to time secured hereby and as security for the Bank)performance and observance of the covenants and agreements on the part of the Debtor herein contained, and/or cause such guarantee/s the Debtor hereby grants to be furnished, as may be considered appropriate by the Bank, and in favour of the BankAgent, for and on behalf of the Bellatrix Lenders, a first priority security interest in and to all of the Debtor’s present and after-acquired personal property, tangible and intangible, in each case, of every nature and kind and wherever situate and all proceeds thereof and hereby mortgages and charges to and in favour of the Agent, for and on behalf of the Bellatrix Lenders, as and by way of a form first floating charge, all of the Debtor’s present and manner satisfactory after-acquired real property. In this Debenture, the mortgages, charges and security interests hereby constituted are called the “Security Interest” and the subject matter of the Security Interest is called the “Collateral”. Until the Security Interest becomes enforceable in accordance with Section 5.1 hereof, the Debtor, subject to the Bank, as security for payment / repayment terms of the loan/Facility Credit Agreement, the Swap Documents, the Cash Management Documents, [the Guarantee,] the Security, the Loan Documents and any other documents, instruments and agreements, including any guarantees given by the Debtor, entered into pursuant thereto or in connection therewith from time to time (collectively, the “Credit Documents”), may dispose of or deal with the Collateral in the ordinary course of its business and as permitted by the Credit Documents and for the purpose of carrying on the same, so that purchasers thereof or parties dealing with the Debtor take title thereto free and clear of the Security Interest. In the event of any such disposition in the ordinary course of business or as permitted by the Credit Documents, the Agent will, at the written request of the Debtor which will include a certificate of the Debtor stating that such Collateral is being dealt with or disposed of in accordance with this Section 0, release its Security Interest over the Collateral which has been disposed. Without limiting its rights hereunder to crystallize the Security Interest in any other manner, including pursuant to Section 6.2, the Agent may, at any time after the occurrence of an Event of Default which is continuing under any of the Credit Documents or to the extent expressly provided for in any of the Credit Documents, crystallize the Security Interest in respect of all or a portion of the Collateral which is subject to the floating charge in Section 0 hereof by (a) giving notice to the Debtor of, and (b) registering this Debenture or a caveat, security notice, financing statement or other instrument in respect of this Debenture, at any public registry or other office maintained for the purposes of registering fixed and specific mortgages and charges, security interests and other like interests, and after such crystallization, the Security Interest in respect of such Collateral that is the subject of the registration shall constitute a fixed and specific mortgage and charge and security interest to and in favour of the Agent, its successors and assigns, in respect of such Collateral, and the Debtor shall not thereafter dispose of or otherwise deal with such Collateral without the consent of the Agent. The Debtor shall execute such further documents and do all acts reasonably requested by the Agent to give effect to the foregoing. The Security Interest will not extend or apply to the last day of the term of any lease of real property or agreement therefor, but upon the enforcement of the Security Interest, the Debtor will stand possessed of such last day in trust to assign the same at the direction of the Agent to any Person acquiring such term. The Debtor confirms that value has been given, that the Debtor has rights in the Collateral, and that the Debtor and the Agent, for and on behalf of the Bellatrix Lenders, have not agreed to postpone the time for attachment of the Security Interest to any of the Collateral. In respect of Collateral which is acquired after the date of execution hereof, the time for attachment will be the time when the Debtor acquires such Collateral. The Agent is the party entitled to receive all amounts payable hereunder and to give a discharge hereof. The Security Interest does not and will not extend to, and the Collateral will not include, any agreement, right, franchise, intellectual property, licence or permit (the “Contractual Rights”) to which the Debtor is a party or of which the Debtor has the benefit, to the extent that the creation of the Security Interest would constitute a breach of the terms of or permit any Person to terminate the Contractual Rights, but the Debtor will hold its interest therein in trust for the Agent to the extent permitted by law and will assign such Contractual Rights to the Agent forthwith upon obtaining the consent of the other party or parties thereto. Notwithstanding the provisions of this Debenture, (i) the Debtor shall remain liable to perform all of its duties and obligations in regard to the Collateral (including, without limitation, all of its duties and obligations arising under any leases, licenses, permits, reservations, contracts, agreements, instruments, contractual rights and governmental orders, authorizations, licenses and permits now or hereafter pertaining thereto) to the same extent as if this Debenture had not been executed; (ii) the exercise by the Agent of any of its rights and remedies under or in regard to this Debenture shall not release the Debtor from such duties and obligations; and (iii) the Agent shall have no liability for such duties and obligations or be accountable for any reason to the Debtor by reason only of the execution and delivery of this Debenture. The Agent and its successors and assigns shall have and hold the Collateral, together with all interesttenements, costshereditaments and appurtenances thereto, charges, expenses and all other monies whatsoever stipulated in or payable under accordance with the Loan/Facility terms of the Credit Documents. Such security shall be created / guarantee/s furnished within such period as may be required To the extent permitted by applicable Law, 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) Security Interest shall not be discharged impaired by intermediate payment by the Borrower/s any indulgence, moratorium or release which may be granted including, but not limited to, any renewal, extension or modification which may be granted with respect to any secured indebtedness, or any settlement of account by the Borrower/s; (b) shall surrender, compromise, release, renewal, extension, exchange or substitution which may be in addition to and not in derogation of any other security which the Bank at any time hold granted in respect of the Borrower/s’ dues; (c) shall be available Collateral, or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any of the Bank until all accounts Principal Sum. The Debtor agrees and acknowledges that the Security Interest and the Collateral are being shared on a pari passu basis between the Bank Bellatrix Lenders, in accordance with the Credit Agreement, among the Bellatrix Lenders and this Debenture is being held by the Borrower/s in respect Agent for its own benefit and on behalf of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdBellatrix Lenders.
Appears in 1 contract
Security. 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 Tenant, simultaneously herewith, has deposited with Landlord, the Security. If Tenant defaults with respect to any of the terms, covenants, provisions or conditions of this lease, including, but not be discharged by intermediate limited to, the payment by of Rental, and/or the Borrower/s or any settlement payment and performance of account by its obligations pursuant to the Borrower/s; (b) shall be Promissory Note, then in addition to and not in derogation of any other security remedies to which the Bank at any time hold in respect Landlord may be entitled by virtue of the Borrower/s’ dues; (c) provisions of this lease, or pursuant to law or equity, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate use, apply or retain the whole or any part of the Security to the extent required for the payment of any Rental, any payment pursuant to the Promissory Note or any other sum as to which Tenant is in default or any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including, but not limited to, damages or deficiencies resulting from the reletting of the Premises, whether such damages or deficiencies accrued before or after summary proceedings or other reentry by Landlord.
(b) If the entire Security or any portion thereof is appropriated or applied by Landlord for the payment of Rental, on account of the Promissory Note or any other sums due and further terms payable to Landlord by Tenant hereunder, or for the payment or reimbursement of any cost or expense incurred by Landlord as a result of any default or failure of performance by Tenant hereunder, then Tenant, upon the demand of Landlord, forthwith shall remit to Landlord a sufficient Letter of Credit and/or good funds to restore the Security to the sum required to be deposited hereunder, the delivery of such Letter of Credit and/or good funds hereby deemed to be Additional Rental, and Tenant's failure to do so within five (5) days after the forwarding of such demand shall constitute a breach of this lease.
(c) If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Promissory Note and this lease, including the delivery of the Premises to Landlord in accordance with the provisions hereof and compliance with all Environmental Acts, then the Security shall be returned to Tenant within thirty (30) days following the expiration of the Term hereof.
(d) If Tenant shall exercise its Renewal Option hereunder, then upon the commencement of the First Renewal Term and the receipt of the Security required pursuant to the exercise thereof, Landlord shall return the Letter of Credit to Tenant.
(e) Tenant shall not be entitled to any interest on the aforesaid deposit of Security or the proceeds thereof. Tenant further covenants that it may deem fit at will not assign or encumber or attempt to assign or encumber the Security except as permitted pursuant to the provisions of Paragraph 15 hereof, and that neither Landlord nor its successors or assigns shall be bound by any time such assignment, encumbrance, attempted assignment or attempted encumbrance.
(f) It is expressly understood and agreed that the exercise of any remedy by Landlord for any default on the part of Tenant shall not be deemed such a termination of this lease as to entitle Tenant to the recovery of the Security, and said Security shall be retained and remain in the possession of Landlord as hereinbefore stated.
(g) In the event of a sale, leasing or assignment of Landlord's interest in this lease by Landlord, Landlord shall have the right to transfer the Security to the purchaser, lessee or assignee, shall furnish Tenant with notice thereof and thereupon shall be released by Tenant from all liability for the return of the Security, and Tenant agrees to look solely to the transferee for the application of the Security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new transferee.
(h) Each Letter of Credit to be deposited hereunder shall be a clean, irrevocable Letter of Credit, shall be in the amount set forth herein, shall be issued by a bank and shall be in form and substance, satisfactory to Landlord, and shall provide, inter alia, the following:
(i) It shall be renewed in the agreed upon amount, automatically from year to year unless the issuing bank, not less than forty-five (45) days prior to its expiration, shall notify Landlord and Tenant in writing that the Letter of Credit shall not be renewed;
(ii) Landlord shall have the right to draw upon all or after the grant any part(s) of the LoanLetter of Credit, 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 immediately upon delivering a certification to the Borrower, and do all such acts, deeds and things which may be so required, issuing bank setting forth that it is entitled to perfect draw upon the Security created under the relevant Security Document(s) Letter of Credit pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇Promissory Note, ▇▇▇▇ as applicable and/or this lease and setting forth the amount of the money sought to be received, which Letter of Credit may be drawn upon, to the relevant state extent necessary, to satisfy said request in India where full.
(iii) Landlord shall have the Property is situated and/or right to draw upon the Security is being createdentire Letter of Credit, whether or not Tenant shall be 4n default hereunder, within the last twenty (20) days of the thereof, upon delivering a certification to the issuing bank setting forth that the bank has elected not to renew the Letter of Credit and that Tenant has not provided Landlord with a substitute Letter of Credit in accordance with the provisions of this Agreement.
(i) Landlord shall retain the proceeds of the Letter of Credit received pursuant to the provisions of Paragraph 39(h)(iii) in accordance with the provisions hereof and shall return such proceeds to Tenant upon receipt of a new Letter of Credit in compliance herewith.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified 36.01 Tenant has deposited with Landlord the sum of $56,630.37 (in the Schedule-II (including any account/s and/or receivables form of a cashiers check) as security for the faithful performance and observance by Tenant of the Borrower/s terms, provisions, covenants and / conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to, the payment of Fixed Annual Rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Fixed Annual Rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Landlord may expend or may be considered appropriate required to expend by the Bank, reason of Tenant’s default in favour respect of any of the Bankterms, in a form provisions, covenants and manner satisfactory to conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the Bank, as security for payment / repayment event that Tenant shall fully and faithfully comply with all of the loan/Facility together with all interestterms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to Tenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s Demised Premises to Landlord. In the event of a sale of the Land and Building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) Demised Premises form a part, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further terms and conditions covenants that it may deem fit will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained.
36.02 Notwithstanding anything to the contrary contained above, on or before 60 days from the Commencement date, in lieu of the cash security deposit provided for in this Article 36 hereof, Tenant shall deliver to Landlord and, shall thereafter, except as otherwise provided herein, maintain in effect at any time all times during the term hereof, an irrevocable letter of credit, in form and substance reasonably satisfactory to Landlord, in the amount of the security required pursuant to this Article 36 and Lease issued by a banking corporation reasonably satisfactory to Landlord and having its principal place of business and a duly licensed branch or agency in the State of New York, that is also nationally recognized whose deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewable from year to year unless terminated by the issuer thereof by notice to Landlord given not less than ninety (90) days prior to or after the grant expiration thereof. Except as otherwise provided herein, Tenant shall, throughout the term of this Lease, deliver to Landlord, in the event of the Loantermination of any such letter of credit, which replacement letters of credit in lieu thereof (each such letter of credit and such extension or replacement thereof, as the case may be, is hereby referred to as a “Security Letter”) no later than sixty (60) days prior to the expiration date of the preceding Security Letter. If Landlord is notified that the Security Letter shall be binding terminated Landlord shall have the right to draw down the full amount of the existing Security Letter and retain the same as security hereunder until such time that the Tenant provides Landlord with a replacement Security Letter that complies with the terms of this Agreement. The term of each such Security Letter shall not be less than one year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in this Section 36.02 Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder. To ensure that Landlord may utilize the security represented by the Security Letter in the matter, for the purpose, and to the extent provided in this Article 36 each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the Borrowerissuing bank without accompanying memoranda or statement of beneficiary. Landlord may utilize the Security Letter and the proceeds thereof in the same manner as provided herein for a cash security deposit pursuant to Section 36.01 hereof. The Borrower agrees and undertakes that final expiration date of the Borrower letter of credit shall be at least ninety (90) days following the stated Expiration Date of this Lease.
36.03 Tenant shall cooperate and comply take any and all actions as are reasonably necessary to ensure that the Landlord is always fully secured with a letter of credit meeting the requirements of this Article 36, including but not limited to any action reasonably necessary to effect the replacement of a lost, stolen, mutilated, or destroyed letter of credit, so as to assure the Landlord that it is at all times fully secured by a valid letter of credit that may be drawn upon by the Landlord, its grantees, successors, representatives, and assigns.
36.04 If Landlord draws on the letter of credit, Tenant shall, within ten (10) days after demand by Landlord, deliver to Landlord an additional letter of credit meeting the requirements of this Article 36 or amend the existing letter of credit so that, at all times, the amount of the letter of credit held by Landlord, together with any directions cash held by Landlord not yet applied to any default equals the original amount of the letter of credit.
36.05 If Tenant seeks to enjoin payment of the letter of credit and requestsLandlord incurs any fees (i.e., which attorneys’ fees) defending such enjoinment Landlord shall recover all costs and expenses incurred from the Tenant.
36.06 Landlord may be given by require a new Letter of Credit from a more financially secure insurer (i) upon failure of the Bank issuing bank, (ii) upon any renewal of the Letter of Credit, (iii) if the bank rating of the institution is no longer acceptable to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) Landlord. Should Landlord require a new Letter of Credit pursuant to this Clause including without limitation all regulatory filings, registrations, intimations Article 36 Tenant shall be required to provide said new Letter of Credit within fifteen (15) days notice of Landlord’s notice to Tenant to obtain a new Letter of Credit. Tenant shall be deemed to be made/given, with/in default upon Tenant’s failure to any Governmental Authority, including without limitation under provide a new Letter of Credit with the provisions requisite time frame.
36.07 If Tenant shall fully and faithfully comply with all of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇terms, ▇▇▇▇ as applicable provisions, covenants and conditions of this Lease, and delivers possession of the Premises to Landlord at the relevant state Expiration Date in India where the Property is situated and/or condition required by this Lease, the Security is being createdletter of credit and any cash proceeds held by Landlord not applied pursuant to this Article 36, shall be returned to Tenant within thirty (30) days after the Expiration Date.
Appears in 1 contract
Security. The Borrower/s Tenant agrees to deposit with Landlord, within one business day of Tenant having been satisfied that all of Landlord's pre-lease commencement obligations including, without limitation, the obligations of Landlord under Articles 19, 29 and 36 of the Lease, have been satisfied to Tenant's reasonable satisfaction, for the entire duration of the Lease, an amount equal to two (2) months' base rent as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of the Lease, which security, at Tenant's option, shall create/cause to be created such security on such assets /property more fully specified either (x) by check, or (y) letter of credit; it is agreed that in the Schedule-II (including event Tenant defaults beyond applicable grace and notice periods, in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of the Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank)which Tenant is in default beyond applicable grace and notice periods, and/or cause such guarantee/s to be furnished, as or for any sum which Landlord 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 expend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to expend by reason of Tenant's default beyond applicable grace and notice periods in respect of any of the Bank terms, covenants and conditions of the Borrower/s Lease, including but not limited to, any damages or deficiency in the re-letting of the premises in accordance with the applicable provisions of the Lease, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully 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 terms, provisions, covenants and conditions of the Borrower/s or any settlement of account by Lease, the Borrower/s; (b) security, together with interest earned thereon, shall be in addition promptly returned to Tenant after the Lease Expiration and not in derogation after delivery of any other security which the Bank at any time hold in respect entire possession of the Borrower/s’ dues; (c) shall be available Demised Premises to Landlord. To the Bank until all accounts between the Bank and the Borrower/s in respect extent any of the Facility/loan are ultimately settled. If security has been applied by Landlord, then the remainder of the security which plus interest earned therein will be promptly returned to Tenant after the Borrower/s may furnish Lease Expiration and after delivery of entire possession of the Demised Premises to Landlord. In the Bank is 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 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 a sale of the Bankland and building or leasing of the building, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank Landlord shall also have the right to stipulate any other transfer the security to the vendee or lessee and, upon written acknowledgement and assumption by the assignee, Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither Landlord nor its successors or assigns shall be binding on bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Landlord agrees to deposit 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state security in India where the Property is situated and/or the Security is being createdan interest bearing or money market account at a nationally recognized banking institution.
Appears in 1 contract
Security. (a) The Borrower/s Obligations shall create/cause be secured by second priority Liens (subject only to be created such security on such assets /property more fully specified Permitted Encumbrances and Immaterial Title Deficiencies) covering and encumbering (i) Mineral Interests owned by the Credit Parties constituting not less than 80% of the Recognized Value of all Proved Mineral Interests then owned by the Credit Parties included in the Schedulethen-II current Borrowing Base, (including any account/s and/or receivables ii) all of the issued and 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/s , and / or any other person/s acceptable (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 Bank)extent to material adverse tax consequences would result, and/or cause Foreign Restricted Subsidiary of 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 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 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 DocumentsFirst Tier Restricted Subsidiary. The Borrower shall furnish and create such security 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 favour of the Lender’s discretion) to perfect (or for continue perfection of) the benefit of Liens granted pursuant to the BankLoan Documents.
(b) On the Closing Date and on or before each Redetermination Date after the Closing Date, of and at such valueother times as the Lender shall reasonably request, in 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 form Credit Party, together with such other assignments, conveyances, agreements and in such manner, other writings as may be deemed fit reasonably requested by the BankLender, forthwith upon so including, without limitation, UCC financing statements and/or amendments to financing statements as the Lender shall deem necessary or appropriate to grant, evidence and perfect the Liens required by Section 6.14(a) with respect to Mineral Interests then held by such Credit Party which are not the Bank. The Bank subject of existing second priority, perfected Liens securing the Obligations as required by Section 6.14(a).
(c) Promptly upon (i) the creation or acquisition by the Borrower of any Restricted Subsidiary, (ii) the creation or acquisition by any First Tier Restricted Subsidiary of any Restricted Subsidiary, or (iii) any Unrestricted Subsidiary becoming a Restricted Subsidiary, the Borrower or such First Tier Restricted Subsidiary (as applicable) shall also have execute and deliver to the right Lender an addendum to stipulate any the Pledge Agreement pursuant to which the Equity Interests owned by the Borrower or such First Tier Restricted Subsidiary in such Restricted Subsidiary shall be pledged to the Lender (to the extent no material adverse tax consequences would result therefrom), together with (i) to the extent such Equity Interests are certificated, at such times as permitted by the Subordination Agreement, all certificates (or other and further terms and conditions that it may deem fit at any time prior evidence acceptable to or after the grant of the LoanLender) evidencing such Equity Interests, which shall be binding on duly endorsed or accompanied by stock powers executed in blank (as applicable), and/or (ii) such UCC financing statements and/or amendments to financing statements as the Borrower. The Borrower agrees Lender shall deem necessary or appropriate to grant, evidence 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(sLiens required by Section 6.14(a) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsuch Equity Interests.
Appears in 1 contract
Sources: Subordinated Credit Agreement (Encore Energy Partners LP)
Security. The Borrower/s Section 31.1 Tenant shall create/cause to be created such security deposit with Landlord on such assets /property more fully specified the signing of this Lease the sum of Three Million Eight Hundred Sixty-Five Thousand and 00/100 Dollars ($3,865,000.00), or at Tenant’s option, a “clean,” unconditional, irrevocable and transferable sight draft letter of credit (the “Letter of Credit”) in the Schedule-II (including any account/s and/or receivables same amount, issued by and drawn on a bank reasonably satisfactory to Landlord and which is a member of the Borrower/s and / or any other person/s acceptable to New York Clearing House for the Bank)account of Landlord, and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, in favour for a term of the Bank, in a form and manner satisfactory to the Banknot less than one (1) year, as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together terms, conditions and provisions of this Lease, including without limitation the surrender of possession of the Premises to Landlord as herein provided. 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 the Expiration Date) 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 thirty (30) 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 exists in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Fixed Rent or any other item of Rental, Landlord may apply or retain the whole or any part of the security so deposited, or 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 Fixed Rent or any other item of Rental as to which Tenant is in default 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 and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains any part of the proceeds of the Letter of Credit or the security so deposited, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained. If Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Lease, expenses the Letter of Credit and/or security, as the case may be, shall be returned to Tenant after the Expiration Date and after delivery of possession of the entire Premises to Landlord. In the event of a sale of the Real Property or the Building or leasing of the Building, Landlord shall have the right to transfer the Letter of Credit or security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all other liability for the return of such Letter of Credit or security, 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 security 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 security, as the case may be. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit or security made to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies whatsoever stipulated deposited herein as security 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 or payable under an interest bearing money-market account and the Loan/Facility Documents. Such 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 created / guarantee/s furnished within returned to Tenant hereunder. If at any time the security held hereunder shall consist of cash or a Letter of Credit, Tenant may deliver a Letter of Credit in place of the cash or cash in place of the Letter of Credit and Landlord shall accept such period cash or Letter of Credit, as the case may be required by be, as the Bank security hereunder, and promptly return to Tenant the Borrower/s shall comply with all formalities in relation to such creation cash or Letter of security / furnishing of guarantee/s Credit it was previously holding as security.
Section 31.2 Notwithstanding anything contained herein to the satisfaction contrary, if on (i) the fifth anniversary of the Bank.
Rent Commencement Date (athe “First Reduction Date”), (ii) shall not be discharged by intermediate payment by the Borrower/s or any settlement sixth anniversary of account by the Borrower/s; Commencement Date (bthe “Second Reduction Date”), (iii) the seventh anniversary of the Commencement Date (the “Third Reduction Date”), (iv) the eighth anniversary of the Commencement Date (the “Fourth Reduction Date”), (v) the ninth anniversary of the Commencement Date (the “Fifth Reduction Date”), (vi) the tenth anniversary of the Commencement Date (the “Sixth Reduction Date”), (vii) the eleventh anniversary of the Commencement Date (the “Seventh Reduction Date”), (viii) the twelfth anniversary of the Commencement Date (the “Eighth Reduction Date”), (ix) the thirteenth anniversary of the Commencement Date (the “Ninth Reduction Date”), and (x) the fourteenth anniversary of the Commencement Date (the “Tenth Reduction Date”) this Lease shall be in addition full force and effect and no Event of Default by Tenant hereunder has occurred and is continuing, Tenant shall have the right to and not in derogation of any other security which reduce the Bank at any time hold in respect amount of the Borrower/s’ dues; security deposit, whether cash or Letter of Credit, to (c1) Three Million Six Hundred Ninety-Seven Thousand Five Hundred and 00/100 Dollars ($3,697,500.00) on the First Reduction Date, (2) Three Million Five Hundred Thirty Thousand and 00/100 Dollars ($3,530,000.00) on the Second Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (1), (3) Three Million Three Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($3,362,500.00) on the Third Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (2), (4) Three Million One Hundred Ninety-Five Thousand and 00/100 Dollars ($3,195,000.00) on the Fourth Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (3), (5) Three Million Twenty-Seven Thousand Five Hundred and 00/100 Dollars ($3,027,500.00) on the Fifth Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (4), (6) Two Million Eight Hundred Sixty Thousand and 00/100 Dollars ($2,860,000.00) on the Sixth Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (5), (7) Two Million Six Hundred Ninety-Two Thousand Five Hundred and 00/100 Dollars ($2,692,500.00) on the Seventh Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (6), (8) Two Million Five Hundred Twenty-Five Thousand and 00/100 Dollars ($2,525,000.00) on the Eighth Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (7), (9) Two Million Three Hundred Fifty-Seven Thousand Five Hundred and 00/100 Dollars ($2,357,500.00) on the Ninth Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (8), (10) Two Million One Hundred Ninety Thousand and 00/100 Dollars ($2,190,000.00) on the Tenth Reduction Date provided that the security deposit shall have been previously reduced to the amount set forth in the foregoing clause (9), and such reduced amount shall be available to held by Landlord as security in accordance with the Bank until all accounts between the Bank and the Borrower/s in respect of the Facility/loan are ultimately settledterms hereof. If the security which the Borrower/s may furnish being held is cash and Tenant is entitled to the Bank is found to be insufficient / incorrect in value, the Bank may direct the Borrower/s to furnish additional security. If a reduction of the security which so deposited as aforesaid, Landlord shall within ten (10) days after Tenant’s written request return to Tenant an amount of the Borrower/s may furnish or security then being held by Landlord so the additional securityamount of the principal of the security deposit being held by Landlord shall be reduced as aforesaid, and if any, is subsequently found to be of inferior value to that as declared by the Borrower/s at the time of availing the Facility and as declared in the Application Form(s)such reduction, the Bank maysecurity being held by Landlord is a Letter of Credit, in its discretionTenant shall either deliver to Landlord an amendment to the existing Letter of Credit or a new Letter of Credit, treat such default as an event which amendment or new Letter of default under facility/loan Documents. The Borrower Credit shall furnish and create such security from time to time in favour of or for comply with the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after of this Article 31 and shall reduce the grant amount of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ security as applicable to the relevant state in India where the Property is situated and/or the Security is being createdaforesaid.
Appears in 1 contract
Sources: Lease Agreement (Kbw, Inc.)
Security. The Borrower/s shall create/cause to be created such A) Tenant has deposited with Landlord the sum of $4,600.00 ("Security Deposit") as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this lease, including, but not limited to, the payment of Fixed Rent and additional rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Fixed Rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Landlord 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 expend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to expend by reason of Tenant's default in respect of any of the Bank terms, covenants and conditions of this lease, including, but not limited to, any damages or deficiency in the Borrower/s re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully 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 terms, provisions, covenants and conditions of this lease, the Borrower/s or any settlement of account by the Borrower/s; (b) Security Deposit shall be in addition returned to Tenant after the Termination Date and not in derogation after delivery of any other security which the Bank at any time hold in respect entire possession of the Borrower/s’ dues; (c) shall be available Demised Premises to Landlord. In the Bank until all accounts between event of a sale of the Bank Building and the Borrower/s in respect Land or the leasing of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueBuilding, 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 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 Landlord shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the Security Deposit to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security and Tenant agrees to look solely to the new landlord for the return of the Security Deposit. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of monies deposited herein as the Loan, which Security Deposit and that neither Landlord nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in (a) Tenant has, simultaneously with the Schedule-II (including any account/s and/or receivables execution hereof, deposited with Landlord the Security for the faithful performance and observance by Tenant of the Borrower/s terms of this Lease. Landlord may retain, use, or apply the whole or part of the Security to the extent required for payment of any: (i) Rent; (ii) loss or damage that Landlord may suffer by reason of an Event of Default by Tenant including, without limitation, any damages incurred by Landlord or deficiency resulting from the re-letting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Landlord; (iii) costs incurred by Landlord in connection with the cleaning or repair of the Premises upon expiration or earlier termination of this Lease. Landlord shall not be obligated to apply the Security and / the Landlord’s right to bring an action or special proceeding to recover damages or otherwise to obtain possession of the Premises before or after Landlord’s declaration of the termination of this Lease for nonpayment of Rent or for any other reason shall not be affected by reason of the fact that Landlord holds the Security. The Security will not be a limitation on the Landlord’s damages or other rights and remedies available under this Lease, or at law or equity; nor shall the Security be a payment of liquidated damages or advance of the Rent 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 Bankcomponent thereof.
(ab) If Landlord uses, applies, or retains all or any portion of the Security, Tenant will restore the Security to its original amount immediately upon written demand from Landlord. Tenant’s failure to strictly comply with this requirement shall be an Event of Default.
(c) Subject to applicable Legal Requirements and requirements of Landlord’s lender(s), Landlord may commingle the Security with its own funds. Landlord shall not be discharged by intermediate payment by required to keep the Borrower/s Security in an interest bearing account. Upon expiration or any settlement earlier termination of account by the Borrower/s; (b) Lease, Landlord will return the Security to the then current Tenant and Landlord shall be in addition to and not in derogation deemed released by Tenant from all liability for the return of the Security. If any other security part of Landlord’s property of which the Bank at any time hold in respect Premises forms a part is sold, leased or otherwise legally transferred (including to a mortgagee upon foreclosure of its mortgage), Landlord shall transfer the Security to the successor entity, and, upon such transfer, Landlord shall be deemed released by Tenant from all liability for the return of the Borrower/s’ duesSecurity; and Tenant shall look solely to the Landlord’s successor for the return of the Security.
(cd) The Security shall not be mortgaged, assigned, or encumbered by Tenant, and neither Landlord nor its successors or assigns shall be available to bound by any such mortgage, assignment or encumbrance.
(e) If Tenant fully and faithfully complies with all of the Bank until all accounts between terms, covenants, conditions and provisions of this Lease, Landlord shall, within sixty (60) days after the Bank later of the Expiration Date and the Borrower/s in respect date of surrender of possession of the Facility/loan are ultimately settled. If Premises to Landlord in accordance with this Lease, return to Tenant the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueSecurity, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish or the additional securitysuch portion thereof as shall then remain, if any, is subsequently found to be of inferior value to that as declared by 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 less an event of default under facility/loan Documents. The Borrower shall furnish and create such security from time to time in favour of or estimated amount due for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated unpaid Operating Expense Payment and/or the Security is being createdTax Payment.
Appears in 1 contract
Sources: Lease Agreement (FlexShopper, Inc.)
Security. 9.1 The Borrower/s shall create/cause Borrower agrees to be created create mortgage over the Property in 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 Lender to secure the Loan together with the Outstanding Obligations, details whereof are provided in Schedule I annexed hereto.
9.2 In the event of the security furnished by the Borrower is found to be insufficient / incorrect in value, the Borrower shall be directed to furnish additional security as may be required by the Lender.
9.3 In case of Property being under construction, properties, if the registration of the Property does not take place at the time of sanction of the Loan but takes place upon completion of construction, the Borrower shall take possession and register the Property within 30 (Thirty) days of receiving an intimation from the Lender that the Property is ready for possession and registration. Without prejudice to the Lender's other rights, in case of any delay by the Borrower beyond 30 (Thirty) days to comply with the aforesaid requirement, the Borrower shall be liable to pay to the Lender additional interest at the rate specified in Schedule I. Such additional interest shall be charged debited to the Borrower's Loan account on the specific dates thereof and shall be deemed to form part of the outstanding Loan. If the property is not registered within 30 (Thirty) days from the date of intimation as mentioned above, it would constitute an event of default as defined under Clause 13 below.
9.4 In case the Purpose for which the Loan is granted to the Borrower is to finance the construction of a house by the Borrower on a plot of land already owned by the Borrower, an architect appointed by the Lender must also certify at various stages of construction that the construction is strictly as per the sanctioned plan and shall also certify at a particular point of time that the completion certificate of the building issued by the competent authority has been obtained.
9.5 All security furnished by the Borrower to the Lender in connection with the Loan shall remain as a continuing security to the Lender and the same shall be binding upon the Borrower/s .
9.6 The Borrower agrees that the security shall comply with not be discharged / released by intermediate payment by the Borrower or any settlement of accounts by the Borrower till such time all formalities the dues in relation to such creation respect of security / furnishing of guarantee/s the Loan are fully paid to the satisfaction of the BankLender and the Lender consents to give a discharge / release in respect of the security in writing to the Borrower.
(a) shall not be discharged by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) 9.7 The security shall be in addition to and not in derogation of any other security security, which the Bank Lender may at any time hold in respect of the Borrower/s’ dues; (c) 's dues and shall be available to the Bank Lender until all accounts between the Bank Lender and the Borrower/s Borrower in respect of the Facility/loan Loan are ultimately settled. If .
9.8 The Borrower further agrees that the security which created shall also be security for all other monies that may be due and payable by the Borrower/s may furnish Borrower to the Bank is found to be insufficient / incorrect in valueLender, on any account whatsoever, whether present or future, including any liability of the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish Borrower as a surety or the additional security, if any, is subsequently found to be of inferior value to that as declared by 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. co-obligator either singly or along with any other Person.
9.9 The Borrower shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 provide to the Borrower, Lender a power of attorney authorizing the Lender to do all things necessary to perfect the security created under the Transaction Documents and do all such acts, deeds and other things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdrelation thereto.
Appears in 1 contract
Sources: Loan Agreement
Security. The Borrower/s shall create/cause to be created such Tenant concurrently with the execution of this Lease has deposited with Lessor the sum of $4,240.00
(1) as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease; it is agreed that, in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Lease, including, but not limited to, the payment of rent and additional rent Lessor may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which tenant is in default or for any sum which Lessor may expend or may be considered appropriate required to expend by the Bank, reason of Tenant's default in favour respect to any of the Bankterms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment re-letting of the loan/Facility together premises whether such damage or deficiency accrued before or after summary proceedings on other re-entry by Lessor. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to Tenant after the date fixed as may be required by the Bank end of the Lease and after delivery of entire possession of the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s premises to the satisfaction Lessor. In the event of a sale of the Bank.land and Building of ---------------------------
(a1) shall not be discharged by intermediate payment by the Borrower/s or any settlement Lessor acknowledges that Lessee has paid these amounts in full upon execution of account by the Borrower/s; (b) shall be in addition to and not in derogation of any other security previous leases regarding these units with Lessor. which the Bank at any time hold in respect of the Borrower/s’ dues; (c) premises form a part, Lessor 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee and further terms Lessor shall thereupon be released by Tenant from all liability for the return of such security and conditions Tenant agrees to look to the new Lessor solely for the return of such security. It is agreed that it may deem fit at any time prior the provisions hereof shall apply to every transfer or after the grant assignment made of the Loan, which security to a new Lessor. Tenant further covenants that he will not assign or encumber the monies deposited herein as security and that neither Lessor nor its assigns shall be binding bound by and any such assignment or encumbrances. Lessor shall not be required to keep the security in a segregated account and the security may be commingled with other funds of Lessor and in ono event shall Tenant be entitled to any interest 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsecurity.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such A security on such assets /property more fully specified deposit in the Schedule-II amount of Four Hundred Ninety Four Thousand Dollars (including any account/s and/or receivables of the Borrower/s and / $494,000.00) shall be delivered by Tenant to Landlord on or any other person/s acceptable prior to the Bank), and/or cause such guarantee/s to be furnishedCommencement Date (together with the lien on the Furniture, as may be considered appropriate by hereinafter defined and as applicable, the Bank“Security”). Such Security shall be, at Tenant’s option, in favour the form of (i) cash, or (ii) a Letter of Credit in substantially the Bankform attached hereto as Exhibit “M”, and in a form and manner satisfactory to the Bank, as security for payment / repayment case 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 such Letter of Credit 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 name the Borrower/s or any settlement of account by the Borrower/s; Landlord as its beneficiary, (b) shall be in addition to expire not less than one (1) year after the issuance thereof, 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 drawn on an FDIC-insured financial institution reasonably satisfactory to Landlord (it being agreed that Silicon Valley Bank is satisfactory to Landlord). Tenant shall, from time to time, as necessary, renew or replace or amend the Letter of Credit no fewer than twenty-five (25) banking days prior to the Bank until all accounts between the Bank and the Borrower/s in respect expiration date of the Facility/loan are ultimately settledLetter of Credit then held by Landlord, and if Tenant fails to renew or replace or amend said Letter of Credit or provide cash in the applicable amount by not later than twenty-five (25) banking days prior to expiry date of the Letter of Credit, Landlord may draw upon such Letter of Credit and hold the proceeds thereof in an account as Security, without interest until Tenant provides to Landlord a replacement letter of credit complying with the requirements for the original Letter of Credit as set forth above. If the security which the Borrower/s may furnish In addition to the Bank is found above cash Security, Tenant shall provide to be insufficient / incorrect Landlord a lien on all workstations and office furniture located in valuethe Premises (collectively, the Bank may direct “Furniture”) prior to the Borrower/s to furnish additional security. If Commencement Date, or thereafter as soon as the security which the Borrower/s may furnish or the additional securityFurniture is in place, if anyas applicable, is subsequently found to be of inferior value to that as declared by the Borrower/s at the time of availing the Facility and as declared all in the Application Form(s), the Bank may, in its discretion, treat such default form as an event of default under facility/loan Documentsreasonably and customarily requested by Landlord’s attorney. The Borrower Tenant shall furnish and create such security provide a description of the Furniture from time to time in favour of or for the benefit of the Bankupon Landlord’s request, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank Landlord shall also have the right to stipulate modify its lien and perfect the same in order to reflect any changes in the Furniture. So long as Tenant is not then in material default of its obligations hereunder beyond applicable notice and cure periods, the amount of the required Security shall be reduced in accordance with the following schedule: (i) on or after December 31, 2012, or annually thereafter, should Tenant earn a minimum of $13,050,000.00 in net income, then the lien on the Furniture shall be released (and Landlord shall execute such documents reasonably requested by Tenant to evidence the release of such lien), and (ii) the Security shall be reduced to $370,500.00 on the second anniversary of rent commencement for Phase 1 pursuant to Section 4.1 (currently estimated to occur on August 1, 2013) and to $247,000.00 on the third anniversary of rent commencement for Phase 1 pursuant to Section 4.1 (currently estimated to occur on August 1, 2014), remaining at $247,000.00 through the remainder of the Term (it is acknowledged and agreed that the occurrence or non-occurrence of the condition in subsection (i) does not impact the reductions under subsection (ii)). Failure of the Landlord to release any cash Security in accordance with the foregoing schedule after notice and a reasonable opportunity to cure shall constitute a default by Landlord. In the event that Landlord fails to release the required funds within thirty (30) business days following the required date (assuming a cash deposit), Landlord shall be obligated to pay Tenant interest on any such amount at the Agreed Interest Rate, calculated on a daily basis. If the reductions must be accomplished through an amendment or replacement of the Letter of Credit, Landlord shall reasonably cooperate with Tenant to accomplish the same. Landlord may, from time to time, without prejudice to any other remedy, use all or a portion of the Security to cure any continuing Event of Default, including any uncured default in connection with any arrearages of Rent, costs incurred by Landlord to repair damage to the Premises caused by Tenant, and any costs incurred by Landlord to repair (other than normal wear and tear or damage caused by Landlord, its agents or employees) the Premises upon termination of this Lease. Following any such application of the Security, Tenant shall, within ten (10) business days after receipt of written demand, restore the cash security or Letter of Credit to the then applicable full amount. Tenant shall not have the right to call upon Landlord to apply all or any part of the Security to cure any continuing Event of Default, but such use shall be solely in the discretion of Landlord. At the later of the termination of this Lease and the date Tenant surrenders the Premises to Landlord in accordance with this Lease, the balance of the Security, either cash or the Letter of Credit, as applicable, shall be returned to Tenant within ten (10) business days of expiration of the Term and surrender of the Premises, whichever may be later. If Landlord transfers its interest in the Premises during the Term, Landlord shall assign the Security to the transferee, Landlord shall promptly notify Tenant of the assignment in advance and thereafter have no further liability for the return of the Security provided such transferee acknowledges receipt of the same in writing. If the Security is in the form of a Letter of Credit, Landlord shall have no further liability for the return of such Letter of Credit once the Letter of Credit has been appropriately assigned to the assignee, the assignee has assumed all of Landlord’s obligations under this Lease, and Landlord has notified Tenant, in writing, of both. Upon any such delivery and assignment, Tenant hereby releases the then existing Landlord of any and all liability with respect to the Letter of Credit, its application and return, and Tenant agrees to look solely to such assignee or transferee. It is further understood that this provision shall also apply to subsequent assignees or transferees. Upon request by Tenant, Landlord shall provide Tenant with a copy of the assignment and assumption or other written documentation that was entered into to effectuate the transfer of the Letter of Credit and this Lease. Landlord shall not be required to segregate the Security from its other accounts or, except as otherwise specified herein, to pay interest thereon, as aforesaid. In the event the Lease is assigned by Tenant, Tenant’s assignee may provide a replacement Letter of Credit and the original Letter of Credit held by Landlord shall be promptly returned to Tenant, provided that such Letter of Credit shall remain subject to all of the terms and conditions that it may deem fit at any time of this Article 11. Landlord shall deliver the original prior Letter of Credit to or after the grant prior tenant simultaneously upon the delivery of the Loan, which shall be binding replacement Letter of Credit by Tenant’s assignee or as soon as possible thereafter. EXECUTED as a sealed instrument in two or more counterparts on the Borrowerday and year first above written. LANDLORD: Burlington Office Park V Limited Partnership By: The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requests▇▇▇▇▇▇▇▇▇ Company, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., President TENANT: Demandware, Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer • All interior sheetrock partitions to be 3 5/8”, 25 ga. metal studs 24” o.c. with one layer 5/8” GWB on each side to 6” above ceiling. • Demising, conference rooms, training room and board room partitions to be full height partitions (to deck above) consisting of 3 5/8”, 20 ga. metal studs, 24” o.c. with horizontal reinforcement and 3 1/2” thick batt insulation and one layer of 5/8” GWB on each side. • Blocking (3/4” plywood or other as applicable needed) installed at Tenant specified locations to accommodate LCD’s, Tenant provided casework, etc. • General flooring to be broadloom carpet. Carpet to be selected from the relevant state in India where the Property is situated and/or the Security is being createdPatcraft “Just Beautiful” series, or equal. • Include ▇▇▇▇▇▇▇▇▇ standard Excellon VCT at break room, coffee/print room, coffee room, storage rooms and satellite telephone and data rooms.
Appears in 1 contract
Sources: Lease Agreement (Demandware Inc)
Security. The Borrower/s shall create/cause LANDLORD has agreed not to hold a security deposit on behalf of the TENANT. However, TENANT has agreed, if required by LANDLORD, due to TENANT’s continued late payments or at the discretion of the LANDLORD, to deposit the sum of $50,000.00 to be created such held as security on such assets /property more fully specified for the faithful performance and observance by TENANT of the terms, provisions and conditions of this lease. It is agreed that in the Schedule-II (including event TENANT defaults beyond applicable grace and notice periods in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this lease, including, but not limited to, the payment of Basic Annual Rent and Additional Rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Basic Annual Rent and Additional Rent or any other person/s acceptable sum as to which TENANT is in default beyond applicable grace and notice periods or for any sum which LANDLORD may expend or may be required to expend by reason of TENANT’s default beyond applicable grace and notice periods in respect of any of the Bank)terms, and/or cause covenants and conditions of the lease. The security deposit shall be placed in segregated account. In the event LANDLORD shall apply all or any of TENANT’s security deposit then upon LANDLORD notifying TENANT thereof, TENANT shall within ten (10) days of such guarantee/s notification replace the amount of security so applied and the failure of TENANT to replace the same shall be deemed and construed to be furnished, a failure in the payment of Additional Rent and LANDLORD shall have the same remedies therefore as may be considered appropriate by if TENANT had failed to pay any item of Additional Rent. In the Bank, in favour of the Bank, in a form event that TENANT shall fully and manner satisfactory to the Bank, as security for payment / repayment of the loan/Facility together faithfully comply with all interestthe terms, costsprovisions, chargescovenants and conditions of this lease, expenses and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished returned to TENANT within such period thirty (30) days after the date fixed 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 end or sooner termination of the Bank.
(a) shall not be discharged by intermediate payment by lease and after delivery of entire possessions of the Borrower/s Demised Premises to LANDLORD free of all subtenants, licensees, occupants and any right of possession. In the event of a sale of the land and building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) Demised Premises form a part, LANDLORD 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and the LANDLORD shall thereupon be released by TENANT from all liability for the return of such security, and TENANT agrees to look to the new Landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. TENANT further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither LANDLORD nor its successors or assigns shall be binding on the Borrowerbound by any such assignment, encumbrances, attempted assignment or attempted encumbrance. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requestsDecember 15, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.2005 15 /s/ JD Initial /s/ JU
Appears in 1 contract
Sources: Lease Agreement (Cargo Connection Logistics Holding, Inc.)
Security. The Borrower/s Section 27.1 TENANT shall create/cause to be created such deposit with LANDLORD the sum of $11,850.99 as security on such assets /property more fully specified for the faithful performance and observance by TENANT of the terms, provisions and conditions of this Lease. It is agreed that in the Schedule-II (including event TENANT defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Lease, including, but not limited to, the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, which TENANT is in favour default of for any reason of TENANT'S default in respect of any of the Bankterms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment reletting of the loan/Facility together premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to TENANT after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s Lease and without deduction or any settlement charge after delivery 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 entire possession of the Borrower/s’ dues; (c) shall be available Demised Premises to LANDLORD. In the Bank until all accounts between the Bank and the Borrower/s in respect event of a sale of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueland and building, 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 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 LANDLORD shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate transfer the security to the vendee and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security; and the TENANT agrees to look to the new LANDLORD solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further covenants that it will not assign or encumber or attempt to assign the monies deposited herein as security and that neither LANDLORD nor its successors or assigns shall be bound by any other and further terms such assignment, encumbrance, attempted assignment or attempted encumbrance. Provided that the TENANT is not in default under the terms, covenants and conditions that it may deem fit at any time prior to or after the grant of the LoanLease, which TENANT shall be binding on entitled to a credit of $6,173.86 in 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(stwenty-fifth (25th ) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions month of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇Lease, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdleaving a remaining security of $5,713.13 after such credit.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such Sublessee has deposited with Sublessor the sum of $64,724 as security on such assets /property more fully specified for the faithful performance and observance by Sublessee of the terms, covenants and conditions of this Sublease. It is agreed that in the Schedule-II (including event Sublessee defaults in respect of any account/s and/or receivables of the Borrower/s terms, covenants and / conditions of this Sublease, including but not limited to, the payment of fixed rent and additional rent, Sublessor may, but shall not be obligated to, use, apply, or retain the whole or any part of the security so deposited to the extent required for payment of any fixed rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Sublessee is in default or for any sum which Sublessor may expend or may be considered appropriate required to expend by reason of Sublessee's default, including but not limited to, any damages or deficiency in reletting of the BankSubleased Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Sublessor. Sublessee shall, upon demand, deposit with Sublessor the full amount so used, in favour order that Sublessor shall have the full security deposit on hand at all times during the term of this Sublease. In the event that Sublessee shall fully and faithfully comply with all of the Bankterms, in a form covenants and manner satisfactory to conditions of this Sublease, 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 returned to Sublessee after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Sublease and after the Borrower/s or any settlement delivery 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 possession of the Borrower/s’ dues; (c) shall be available Subleased Premises to the Bank until all accounts between the Bank Sublessor vacant, broom clean 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 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 the Borrower/s at the time of availing the Facility and as declared otherwise in the Application Form(s), condition required hereunder and under the Bank may, in its discretion, treat such default as an Prime Lease. In the event of default under facility/loan Documents. The Borrower a transfer or assignment of this Sublease by Sublessor, Sublessor shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the transferee or assignee and Sublessor shall thereupon be released by Sublessee from all liability for the return of such security; and it is agreed that the provisions thereof shall apply to every transfer or assignment made of the security to a new Sublessor. Sublessee further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber, or attempt to assign or after the grant of the Loanencumber, which monies deposited herein as security, and that neither Sublessor nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Sublease (Princeton Video Image Inc)
Security. The Borrower/s shall create/cause to be created such 42.01. Tenant has deposited with Landlord the sum of $220,580.00 as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease; it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions, covenants and / conditions of this Lease, including, but not limited to, the payment of fixed annual rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any fixed annual rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Landlord may expend or may be considered appropriate required to expend by the Bank, reason of Tenant's default in favour respect of any of the Bankterms, in a form provisions, covenants and manner satisfactory to conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the Bank, as security for payment / repayment event that Tenant shall fully and faithfully comply with all of the loan/Facility together with all interestterms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to Tenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s demised premises to Landlord. In the event of a sale of the Land and Building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) demised premises form a part, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further terms and conditions covenants that it may deem fit will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be $220, 580.00.
42.02. In lieu of the cash security provided for in Section 42.01 hereof, Tenant may, at any time prior during the term of this lease, deliver to or after Landlord and, shall, except as otherwise provided herein, maintain in effect at all times during the grant term hereof, an irrevocable letter of credit, in form and substance satisfactory to Landlord in the amount of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) security required pursuant to this Clause including without limitation all regulatory filingsArticle 42 issued by a banking corporation satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given not less than 45 days prior to the expiration thereof. Except as otherwise provided in this Article 42, registrationsTenant shall, intimations throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a "Security Letter") no later than 45 days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be made/givennot less than one year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in this Section 42.02, with/Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder.
42.03. In the event Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Governmental Authorityrent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including without limitation under but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Security Letter in the manner, for the purposes, and to the extent provided in this Article 42, each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord's sight draft drawn on the issuing bank.
42.04. In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of the Lease and Landlord utilizes all or any part of the security represented by the Security Letter but does not terminate this Lease as provided in Article 16 hereof, Landlord may, in addition to exercising its rights as provided in Section 42.03, retain the unapplied and unused balance of the principal amount of the Security Letter as security for the faithful performance and observance by Tenant thereafter of the terms, provisions, and conditions of this Lease, and may use, apply, or retain the whole or any part of said balance to the extent required for payment of rent, additional rent, or any other sum as to which Tenant is in default 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, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be not less than the security required by Section 42.02.
42.05. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, of which the demised premises form a part, Landlord shall have the right to transfer any interest it may have in the Security Letter to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Letter, provided such vendee or lessee assumes any responsibilities of Landlord with respect to such Security Letter and Tenant agrees to look solely to the new landlord for the return of said Security Letter; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇Security Letter to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, ▇▇▇▇ encumbrance, attempted assignment or attempted encumbrance. In the event of a sale of the Building Landlord shall have the right to require Tenant to deliver a replacement Security Letter naming the new landlord as applicable beneficiary and, if Tenant shall fail to timely deliver the relevant state in India where same, to draw down the Property existing Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is situated and/or delivered.
42.06. For so long as Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, and shall have paid all installments of fixed annual rent and additional rent due hereunder within seven (7) days of the due date therefor, the security, as represented by the Security is being created.Letter, shall be reduced on the third (3rd) and fifth (5th) anniversaries of the Commencement Date such that the remaining amount upon each such anniversary date shall be as follows: Amount ------ Third (3rd) Anniversary Date $183,816.67 Fifth (5th) Anniversary Date $147,053.33
Appears in 1 contract
Security. The Borrower/s Upon execution of this Lease, Tenant shall create/cause to be created such security on such assets /property more fully specified in deposit with Landlord the Schedule-II sum of $10,270.00 (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, carried over) as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together terms and conditions of this Lease. The depositing of said sum with the Landlord is a condition precedent to the valid execution of the Lease. Landlord, at its option, may use, apply or retain the whole or any part of the security so deposited for the payment of any sum for which Tenant is in default or for any sum which Landlord, at its option, may expend by reason of Tenant's default of any of the terms and conditions of this Lease. Any expenditures made by Landlord as herein stipulated shall be paid by Tenant as additional rent. Landlord shall be permitted to co-mingle Tenant security funds with other funds of Landlord and shall not be required to pay interest on any sum so held. In the event that Tenant shall fully and faithfully comply with all interestthe terms and conditions of this Lease, 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 returned to Tenant after the date fixed as may be required the end of the Lease and after delivery of the Premises by the Bank and the Borrower/s shall comply with all formalities in relation Tenant to such creation of security / furnishing of guarantee/s Landlord pursuant to the satisfaction terms and conditions of this Lease. In the event of a sale of the Bank.
(a) Premises, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the buyer and Landlord shall thereupon be relieved by Tenant from all liability for the return of such security and Tenant agrees to look to the buyer solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to a new buyer. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of monies deposited herein as security and that neither the Loan, which Landlord nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Security. The Borrower/s Concurrently with the date of this Lease, Tenant shall create/cause deposit with Landlord Security for the performance of Tenant’s obligations under this Lease in the amount of Four Hundred Thousand Dollars ($400,000.00) in the form of either cash or Security Letter of Credit(defined below). From time to time throughout the Term, Tenant shall be permitted to substitute the forms of Security between cash and the Security Letter of Credit upon at least five (5) days’ prior notice to Landlord.
a. If the Security is in the form of cash, Tenant shall deposit with Landlord the cash Security to be created such retained by Landlord as cash security on such assets /property more fully specified in for the Schedule-II (including any account/s and/or receivables faithful performance and observance by Tenant 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 provisions 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 Documentsthis Lease. 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) Tenant shall not be discharged by intermediate payment by entitled to any interest whatsoever on the Borrower/s or any settlement of account by the Borrower/s; (b) Security. Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate commingle the Security with its other funds. Landlord may apply the whole or any part of the Security to any payment or amount due as a result of an existing Event of Default. Landlord’s application of the Security, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law or in equity (it being intended that Landlord shall not first be required to proceed against the cash Security ) and further terms and conditions shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If Landlord uses all or any portion of the Security as herein provided, within ten (10) days after written demand therefor, Tenant shall pay Landlord cash in amount equal to that it may deem fit at portion of the Security used by Landlord. Subject to the condition that, during the first thirty-six (36) months of the Term, Tenant has not committed more than two (2) monetary Events of Default, Tenant shall have the right to reduce the Security to Thirty Thousand Dollars ($30,000.00) by written request for such reduction to Landlord. If an Event of Default is not then continuing under the Lease, the cash Security (or any time prior balance thereof) shall be returned or paid over to or Tenant within thirty (30) days after the grant last to occur of (i) the date on which the Term has expired or is terminated, or (ii) delivery to Landlord of possession of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or Premises.
b. If the Security is in the form of a Security Letter of Credit, Tenant shall deliver to Landlord the Security Letter of Credit (hereinafter defined), representing security for the full and faithful performance and observance by Tenant of Tenant’s covenants and obligations under this Lease (the Security Letter of Credit and the cash proceeds of which are referred to in this Lease as the “Security”).
i. If an Event of Event of Default is continuing, Landlord may, without notice to Tenant (except for notices expressly provided for in this Lease), draw upon the Security Letter of Credit and use, apply, set off or retain the whole or any part of the Security, to the extent required for the payment of any Rent or other sums due or to become due from Tenant under this Lease, in addition to other remedies available to Landlord. In the event Landlord shall so use, apply or retain the whole or any part of the Security, Tenant shall, within ten (10) days after written demand therefor, deliver to Landlord cash equal to the amount so used, which cash shall be part of the Security. The drawing of the Security Letter of Credit and use, application or retention of the Security, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law or in equity (it being createdintended that Landlord shall not first be required to proceed against the Security) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If an Event of Default is not then continuing under the Lease, the Security (or any balance thereof) shall be returned or paid over to Tenant within thirty (30) days after the last to occur of (i) the date on which the Term has expired or is terminated, or (ii) delivery to Landlord of possession of the Premises. Landlord may deliver the Security Letter of Credit and other Security to any purchaser of Landlord’s interest in the Premises (or any successor landlord , if applicable), and upon delivery of the Security Letter of Credit and other Security to the purchaser or Successor Landlord, Landlord shall be discharged of and from any further liability with respect to same.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in TENANT has deposited with LANDLORD the Schedule-II sum of EIGHT THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 88/100 (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$8,884.88) DOLLARS, as security for payment / repayment the faithful performance and observance by TENANT of the loan/Facility together terms, provisions and conditions of this Lease; it is agreed that, in the event TENANT defaults in respect to any of the terms, provisions, and conditions of this Lease, including, but not limited to the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which TENANT is in default or for amy ▇▇▇ which LANDLORD may expend or may be required to expend by reason of TENANT'S default in respect to any of the terms, covenants and conditions of this Lease, including, but not limited to any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully and faithfully comply with all interestof the terms, costsprovisions, charges, expenses covenants and all other monies whatsoever stipulated in or payable under conditions of this Lease the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period returned to TENANT after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s or any settlement premises to LANDLORD. In the event of account by a sale of the Borrower/s; (b) shall be in addition to land and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) premises form a part, LANDLORD 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee, and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security and TENANT agrees to look to the new LANDLORD solely for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further terms and conditions covenants that it may deem fit at any time prior to will not assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither LANDLORD nor its assigns shall be binding bound by any such assignment or encumbrance. LANDLORD shall not be required to keep the security in a segregated account and the security may be commingled with other funds of LANDLORD, and in no event shall TENANT be entitled to any interest 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsecurity.
Appears in 1 contract
Security. 8.1. The Borrower/s shall create/cause Cardmember hereby hypothecates to be created the Bank as continuing security for any and all Charges and Liabilities and other amounts outstanding and payable by the Cardmember to the Bank hereunder, all present and future household goods owned by the Cardmember including, without limitation all consumer durables and household furniture and fittings of every type and description, household and owned office appliances or equipments such security on such assets /property more fully specified as Air Conditioners, Televisions, VCRs, Refrigerators, Computers, Cars, Vehicles, Cash, shares and other valuables etc. (“Hypothecated Property”), and the Cardmember further agrees that the Bank or any representative or agent thereof has the right without further notice to enter the premises of the Cardmember in the Scheduleevent of non-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 Cardmember of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) shall be available and all Charges and or Liabilities and or amounts payable to the Bank until all accounts between pursuant to these Terms and Conditions and repossess the hypothecated property and, without any further notice to the Cardmember, to effect sale of the same by private agreement or public auction, for such amount or amounts and at such prices or price as the Bank and the Borrower/s in respect of the Facility/loan are ultimately settledits sole discretion, deems satisfactory. If the security which the Borrower/s may furnish The Cardmember agrees to pay to the Bank is found all costs and expenses incurred in connection with the enforcement of the security and shall be liable 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 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 balance if the proceeds of the Bank, sale are deficient to satisfy the entire dues of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Cardmember hereby indemnifies the Bank shall from any and all losses, damages, claims and demands arising out of or in connection with any Bank repossession and / or sale of the Hypothecated Property.
8.2. The Cardmember hereby assumes full liability as principal debtor for all kinds of payment obligations towards the Bank pertaining to his or her own Card and also have that of the Supplementary Cardmember .
8.3. The Cardmemberauthorizesthe Banktoact on the verbal instructions communicated to an authorized representative of the Bank over the telephone. The Bank reserves the absolute right to stipulate verify the identity of the Cardmember over the telephone. The Cardmember will be liable for any other and further terms and conditions that it may deem fit at any time prior to or all transactions made after the grant standard verification by the Bank’s authorized representative. The Cardmember also agrees that his entire telephone conversation with the authorized representative may be recorded at the discretion of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with Bank for any directions and requests, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdparticular purpose.
Appears in 1 contract
Sources: Credit Card Terms and Conditions
Security. 6.1 Subject to the provisions of this Clause 6, the Parent hereby guarantees the obligations of the Purchaser (i) to pay the Preferred Payment and (ii) to perform its obligations under Clauses 7 and/or 10.
6.2 In the event the Purchaser has not, or has not fully, complied with its obligations to pay the Deficit pursuant to Clause 4.5(b), the Sellers and the Purchaser shall inform each other, the Company and the Parent thereof in writing by way of a notice stating the Deficit (the Parent Deficit Notice). Upon receipt of the Parent Deficit Notice, the Parent shall be obliged to pay the Deficit to the Sellers within fifteen (15) Business Days thereafter. In the event the Parent defaults on its obligation to (fully) pay the Deficit, the Sellers shall be entitled to request the Company to issue to the Sellers on a pro rata basis a certain number of Ordinary Shares A, at a price per Ordinary Share A equal to the nominal value, which shall cause a dilution in the percentage of Ordinary Shares held by the Purchaser (the Deficit Shares). The Borrower/s percentage by which Purchaser’s Ordinary Shares are diluted (the Purchaser Dilution Percentage) shall create/cause represent the differential between Purchaser’s and Sellers’ new respective percentage ownership of Ordinary Shares. The Purchaser Dilution Percentage and the number of Deficit Shares to be created such security issued to Sellers shall be determined in accordance with the formulae and examples as set out below and as further set out in Annex 6.2: After having calculated the Purchaser Dilution Percentage, the number of Deficit Shares to be issued to the Sellers on such assets /property more fully specified a pro rata basis and the new number of Ordinary Shares outstanding shall be determined in accordance with the formulae as set out in Annex 6.2 and as explained in the Schedule-II below example: The Sellers and the Purchaser hereby agree to use all their voting and other rights to procure that the Company shall issue to the Sellers the Deficit Shares as referred to in this Clause 6.2.
6.3 In the event Deficit Shares have been issued, such Deficit shall not accrue any interest except in the event such Deficit Shares are being repurchased by the Company pursuant to Clauses 4.7 and/or 6.4 in which event interest shall accrue in accordance with the provisions of Clauses 4.9.
6.4 Within a one (including any account/s and/or receivables 1) year period from the date of the Borrower/s and / or issuance of any other person/s acceptable Deficit Shares, the Purchaser shall be entitled to procure that the Company shall repurchase a number of Ordinary Shares A from the Sellers (on a pro rata basis) without any consideration being due equal to such number of Ordinary Shares A that is required for the Purchaser to hold fifty per cent. (50%) of the Ordinary Shares against payment by the Purchaser to the Bank), and/or cause such guarantee/s Sellers of an amount equal to be furnished, as may be considered appropriate by the Bank, in favour amount 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 Deficit in relation to which such creation Deficit Shares have been issued including any interest accrued thereon in accordance with Clause 4.9. For the avoidance of security / furnishing of guarantee/s doubt, an Excess Payment in the subsequent year may be used to procure that the satisfaction Company repurchases any Ordinary Shares A, all in accordance with Clause 4.7. Each of the Bank.
(a) shall not be discharged by intermediate payment Parties hereby undertakes to provide all necessary cooperation for the repurchasing of Ordinary Shares A by the Borrower/s or any settlement of account by Company from the Borrower/s; (b) shall be Sellers 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply accordance with any directions and requests, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of Clauses 4.7 and 6.4.
6.5 In the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇event the Purchaser is in default with its financial obligations pursuant to Clauses 7 and/or 10, ▇▇▇▇ as applicable the Sellers and the Purchaser shall inform each other and the Company thereof in writing by way of a notice stating the deficit (the Put Deficit, being an amount equal to the relevant state remainder of any amounts still outstanding as a result of the Purchaser not having complied in India where full with its obligations pursuant to Clauses 7 and/or 10). The procedure contained in Clauses 4.7, 6.2 and 6.4 shall apply mutatis mutandis to the Property is situated and/or the Security is being createdPut Deficit.
Appears in 1 contract
Security. The Borrower/s On the Effective Date, Tenant shall create/cause to be created such deposit with Landlord a security on such assets /property more fully specified deposit in the Schedule-II amount of $170,000.00, as a security for the performance by Tenant of its obligations under this Lease (including the “Security Deposit”). If Tenant is in default, Landlord may, but without obligation to do so, use the Security Deposit, or any account/s and/or receivables portion thereof, to cure the default or to compensate Landlord for all damages sustained by Landlord resulting from Tenant’s default, including, but not limited to Landlord’s attorney’s fees and costs. Tenant shall, immediately on demand, pay to Landlord a sum equal to the portion of the Borrower/s Security Deposit so applied or used so as to replenish the amount of the Security Deposit held to increase such deposit to the amount initially deposited with Landlord. Within thirty (30) days after the termination of this Lease, Landlord shall return the Security Deposit to Tenant, less such amounts as are reasonably necessary, as determined solely by Landlord, to remedy Tenant’s default(s) hereunder. If the cost to restore the Premises to the condition agreed upon herein exceeds the amount of the Security Deposit, Tenant shall promptly deliver to Landlord any and / all of such excess sums as reasonably determined by Landlord. Landlord shall not be required to keep the Security Deposit separate from other funds, and, unless otherwise required by law, Tenant shall not be entitled to interest on the Security Deposit. In no event or circumstance shall Tenant have the right to any use of the Security Deposit and, specifically, Tenant may not use the Security Deposit as a credit or to otherwise offset any payments required hereunder, including, but not limited to, Rent or any other person/s acceptable to portion thereof. On the Bank)commencement of any Extended Term the Tenant shall deposit with the Landlord, and/or cause along with the first rent due during such guarantee/s to be furnishedExtended Term, 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 any additional sum as may be required by to bring the Bank and the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s Security Deposit up to the satisfaction full amount of the Bankinitial Base Monthly Rent for any such Extended Term.
(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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.
Appears in 1 contract
Sources: Lease (Echelon Corp)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified Tenant has this day deposited with the Landlord the first and last month's rent in the Schedule-II (including any account/s and/or receivables sum 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$9,817.98, as security for payment / repayment the full, and faithful performance by Tenant of all of the loan/Facility together with all interestterms, costscovenants and conditions of this lease upon Tenant's part to be performed, charges, expenses and all other monies whatsoever stipulated in or payable under the Loan/Facility Documents. Such security which said sum shall be created / guarantee/s furnished within such period returned to Tenant 10 days after the time fixed 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 expiration of the Bank.
(a) term hereof, provided that Tenant has fully and faithfully carried out all of said terms, covenants and conditions on Tenant's part to be performed. Landlord shall have the right, but not be discharged by intermediate payment by obligation to apply any part of said deposit to cure any default of Tenant; 8 and, if Landlord does so, Tenant shall, upon demand, deposit with Landlord the Borrower/s or any settlement amount so applied, so that Landlord shall have the full deposit on hand at all times during the term of account by this lease. In the Borrower/s; (b) shall be in addition to and not in derogation event of any other security which the Bank at any time hold in respect a sale of the Borrower/s’ dues; (c) shall be available to the Bank until all accounts between the Bank and the Borrower/s in respect building or lease of the Facility/loan are ultimately settled. If the security land on which the Borrower/s may furnish it stands, subject to the Bank is found to be insufficient / incorrect in valuethis lease, 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 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 Landlord shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee, and, Landlord shall be considered released by Tenant from all liability for the return of such security and further terms Tenant shall look to the new Landlord solely for the return of said security, and conditions it is agreed that it may deem fit at any time prior this shall apply to every transfer or after the grant assignment made of the Loansecurity to a new Landlord. The security deposited under this lease shall not be mortgaged, which assigned or encumbered by Tenant without the written consent of Landlord, an any attempt to do so shall be binding on void. One half of the Borrowersecurity deposit will be considered last months rent. This will be used as the last months rent only if tenant is in good standing, and not in default of the lease agreement. The Borrower agrees and undertakes that tenant will be responsible for 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions deficit of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇rental amount due to cost of living adjustments. If Tenant shall lease from Landlord additional space in the building, ▇▇▇▇ as applicable Tenant shall pay additional security deposit to landlord in the relevant state in India where amount of first and last month's rent for the Property is situated and/or the Security is being createdadditional space.
Appears in 1 contract
Security. The Borrower/s shall create/cause (a) As collateral for the payment of any and all obligations of Applicant to be created such NationsBank under the Agreement, Applicant hereby grants to NationsBank a security on such assets /property more fully specified interest in (i) any and all documents of title, policies or certificates of insurance and other documents accompanying or related to instruments drawn under the Schedule-II (including Credit, and 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 property shipped under or in connection with the Credit or payable in any way related thereto or to any of the instruments drawn thereunder (whether or not such documents or property are released to or upon the order of Applicant in trust or otherwise) and (ii) any and all proceeds and products of the foregoing. Also to secure the payment of any and all obligations of Applicant under the Loan/Facility Documents. Such security Agreement, NationsBank shall be created / guarantee/s furnished within such period subrogated to the rights (but shall have none of the obligations) of Applicant in respect of any transaction to which the Credit relates. Insofar as any property which may be required held by NationsBank, or for NationsBank's account, as collateral hereunder may be released to or upon the Bank and the Borrower/s shall comply with all formalities order of Applicant, Applicant hereby acknowledges that such delivery of property is in relation to such creation of security / furnishing of guarantee/s to the trust pending satisfaction of the Bank.
(a) shall not be discharged by intermediate Applicant's payment by the Borrower/s obligations to NationsBank, and hereby agrees to execute and/or file such receipts, agreements, forms or any settlement of account by the Borrower/s; (b) other documents as NationsBank may request to further evidence NationsBank's interests in such property, it being understood that NationsBank's rights as specified therein shall be in furtherance of and in addition to and (but not in derogation of any other security which the Bank limitation of) NationsBank's rights hereunder. If 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 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 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 NationsBank in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇good ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ itself insecure and requires collateral (or additional collateral), Applicant will, on demand, assign and deliver to NationsBank as security for any and all obligations under the Agreement, collateral of a type and value satisfactory to NationsBank or pledge such cash collateral as NationsBank may require. NationsBank is hereby authorized, at its option at any time and with or without notice to Applicant, to transfer to or register in its name or the name of any NationsBank's nominees all or any part of the property subject to any of the security interests granted under or contemplated by the Agreement. NationsBank is also authorized, at its option, to file financing statements without the signature of Applicant with respect to all or any part of such property. Applicant will pay the cost of any such filing and, upon NationsBank's request, sign such instruments, documents or other papers, and take such other action, as NationsBank may reasonably require to perfect such security interests.
(b) If any Event of Default shall have occurred and be continuing, NationsBank may exercise in respect of the property subject to any of the security interests granted under or contemplated by the Agreement all the rights and remedies of a secured party on default under the applicable Uniform Commercial Code or any other applicable law, and also may, without notice except as specified below, sell such property or any part thereof in one or more parcels at public or private sale, at any NationsBank office or elsewhere, for cash, on credit or for future delivery, and upon such other terms as NationsBank may deem commercially reasonable. To the extent notice of sale of such property shall be required by law, reasonable notification shall be satisfied by written notice mailed or delivered to Applicant at the address specified above at least five business days prior to the relevant state date of public sale or prior to the date after which private sale is to be made. Applicant will pay to NationsBank on demand all costs and expenses (including, without limitation, reasonable attorney's fees and legal expenses) related or incidental to the custody, preservation or sale of, or collection from, or other realization upon, any of such property or related or incidental to the establishment, preservation or enforcement of NationsBank's rights in India where respect of any such property. In the Property is situated and/or event of sale of, collection from, or other realization upon all or any part of such property, NationsBank may, in its discretion, hold the Security is being createdproceeds thereof as additional collateral hereunder or then or at any time thereafter apply the proceeds thereof to the payment of such of the costs and expenses referred to above and such of the obligations of Applicant under the Agreement, whether or not then due, as NationsBank may determine in its discretion, any surplus to be paid over to Applicant or to whomever may be lawfully entitled to receive such surplus.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Tenant hereby deposits the Schedule-II sum of Four Thousand Two Hundred and 00/100 Dollars (including any account/s and/or receivables of $4,200.00) with 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 BankLandlord, as security for payment / repayment the full and faithful performance by the Tenant of each and every term, covenant, and condition of this Lease. In the event Tenant defaults in respect to any of the loan/Facility together with all interestterms, costsprovisions, chargescovenants, expenses and conditions of this Lease, including but not limited to payment of any rentals, the Landlord may in addition to all other monies whatsoever stipulated right Landlord’s and remedies available to Landlord hereunder or at law or in equity, use, apply, or payable retain the whole or any part of the security so deposited for the payment of any such rents in default or for any other sum which the Landlord may expend or be required to expend by reason of the Tenant’s default, including any damages or deficiency in reletting the demised Premises, whether such damages or deficiency may accrue before or after summary proceedings or other re-entry by the Landlord, but Tenant’s liability under the Loan/Facility Documents. Such security this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be created / guarantee/s furnished within such period as insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be required deemed to require Landlord to do so. The Tenant agrees to increase the amount of security deposit held by the Bank and the Borrower/s shall comply with all formalities in relation Landlord to such creation of security / furnishing of guarantee/s an amount equal to the satisfaction one month’s rent of the Bank.
(a) new lease option. The Tenant shall not be discharged by intermediate payment by entitled to any interest on the Borrower/s or security. Furthermore, the Tenant shall not be entitled to any settlement return of account by his security deposit until after 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 keys have been returned to the Bank until all accounts between the Bank Landlord and the Borrower/s Landlord has had the opportunity to inspect the Premises and to determine that said Premises have been left in respect good, tenable condition, normal wear and tear excepted. In the event of a transfer or sale of Landlord’s interest in the Facility/loan are ultimately settled. If Premises, the Landlord shall have the right to transfer the security which the Borrower/s may furnish to the Bank is 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 transferee or the additional security, if any, is subsequently found to be of inferior value to that as declared by 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 vendee for the benefit of the BankTenant, and the Landlord shall be considered released by the Tenant from all liability for the return of such valuesecurity, in such form and in such mannerthe Tenant agrees tolook to the new Landlord solely for the return of the security. The security deposited under this Lease shall not be assigned, as may be deemed fit pledged or encumbered by the Bank, forthwith upon so required by Tenant without the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant written consent of the Loan, which Landlord. Under no circumstances 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 Security Deposit provided to the Borrower, and do all such acts, deeds and things which may Landlord herein be so required, to perfect used for the Security created under payment of rent at the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions end of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdterm of this lease or any renewal or extensions thereof.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully Tenant has deposited with Landlord the sum specified in the Schedule-II (including any account/s and/or receivables Article N 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, Section 1 as security for payment / repayment the faithful performance and observance by Tenant of all of the loan/Facility together terms, covenants, conditions, provisions and agreements of this Lease. Tenant shall not be entitled to interest on such security deposit and Landlord shall not be obligated to hold such deposit as a separate fund, but may commingle it with all interestother funds. In the event Tenant defaults in respect of any of the terms, costscovenants, chargesconditions, expenses and all provisions or agreements of this Lease, including but not Limited to, the payment of rent or other monies whatsoever stipulated sums due hereunder, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent or another sums as to which Tenant is in default or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the Bank terms, covenants, conditions, provisions or agreements of this Lease, including, but not Limited to, any damages or deficiency in the reletting of Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord, Tenant, on demand by Landlord, will forthwith replenish the security or any portion thereof so used or applied by Landlord. In the event that Tenant shall fully and the Borrower/s shall faithfully 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 terms, covenants, conditions, provisions and agreements of this Leases, the Borrower/s or any settlement of account by the Borrower/s; (b) security, without interest, shall be in addition returned to and not in derogation Tenant within thirty (30) days after the end of any other security which this Lease but only after delivery of entire possession of Demised Premises to Landlord. In the Bank at any time hold in respect event of a sate of the Borrower/s’ dues; (c) shall be available to the Bank until all accounts between the Bank and the Borrower/s in respect Land and/or Building or Leasing of the Facility/loan are ultimately settled. If land and/or the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueentire Building, 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 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 Bank, sale of such valueleasehold, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank Landlord shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply in accordance with any directions and requests, which may be given by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdCalifornia Civil Code Section 1950.
Appears in 1 contract
Sources: Lease Agreement (Homelife Inc)
Security. The Borrower/s shall create/cause Subtenant has deposited with Sublandlord the sum of $362,435.85 (if by check, subject to be created such collection) as security on such assets /property more fully specified for the faithful performance and observance by Subtenant of the terms, provisions and conditions of this Sublease. It is agreed that in the Schedule-II (including event Subtenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Sublease, including, but not limited to, the payment of Rental, Sublandlord may, after notice to Subtenant and the expiration of any applicable grace period provided for in the Prime Lease with respect to such default, use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Rental or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Subtenant is in default or for any sum which Sublandlord may expend or may be considered appropriate required to expend by the Bank, reason of Subtenant’s default in favour respect of any of the Bankterms, covenants and conditions of this Sublease, including but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment re‑letting of the loan/Facility together Premises, whether such damages or deficiency accrued before or after summary proceedings or other re‑entry by Sublandlord. In any such event, Subtenant shall promptly on demand deposit with Sublandlord so much of the security as shall have been so expended so that Sublandlord shall at all times have the full security deposit required hereunder. In the event that Subtenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Sublease, 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 returned to Subtenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s or any settlement Sublease and after delivery 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 possession of the Borrower/s’ dues; (c) shall be available Premises 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdSublandlord.
Appears in 1 contract
Security. The Borrower/s 8.1 Tenant shall create/cause to be created such security on such assets /property more fully specified in deposit 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 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 securitySecurity, if any, with Landlord on the date hereof as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease. It is subsequently found agreed that if an Event of Default occurs, Landlord may use, apply or retain the whole or any part of the Security to the extent required for the payment of any Minimum Rent or additional rent, or any other sum as to which Tenant is in Default, or for any sum which Landlord may expend or may be required to expend by reason of inferior value to that as declared by the Borrower/s at the time such Event of availing the Facility and as declared Default, including but not limited to, any damages or deficiency 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 re-letting of the BankDemised Premises, whether such damages or deficiency accrued before, after or in the absence of such value, in such form and in such manner, as may be deemed fit summary proceedings or other re-entry by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇.
8.2 If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security shall be returned to Tenant after the Expiration Date, after delivery of possession of the entire Demised Premises to Landlord as required hereunder, and less any amounts either due and owing Landlord hereunder or reasonably required to return the Demised Premises to the condition required herein.
8.3 In the event of a sale of the Building (with or without the Land) or a leasing of the Building in its entirety to a third party subject to the space leases therein (a “Building Lessor”), Landlord shall have the right to transfer the Security to the grantee or lessee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security; and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable agrees to look solely to the relevant state in India where new owner or Building Lessor, as the Property case may be, for the return of said Security. It is situated and/or agreed that the provisions hereof shall apply to every transfer or assignment made of the Security is being createdto a new Building owner or Building Lessor. The aforementioned provisions shall be self-operative without any further act by Landlord or Tenant necessary to effectuate the same. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security, and that Landlord shall not be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
8.4 If Landlord applies or retains all or any portion of the Security as may be permitted herein, Tenant shall restore within thirty (30) days of Landlord’s notice the amount so applied or retained so that at all times during the term hereof the amount deposited with Landlord shall be not less than the amount indicated in Article 1, subject to adjustment pursuant to Articles 16 and 35.
8.5 Tenant shall not designate any portion of the Security as Minimum Rent or Adjusted Minimum Rent due hereunder.
Appears in 1 contract
Security. The Borrower/s DEPOSIT Tenant has deposited with Landlord the sum of Five Thousand Six Hundred Forty-four and 80/100 Dollars ($5,644.80). Said sum shall create/cause be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants and conditions of this Lease to be created such kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall not be required to use, apply or retain all or any part of this security on such assets /property more fully specified in deposit for the Schedule-II (including payment of any account/s and/or receivables of the Borrower/s and / rent or any other person/s acceptable sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within thirty (30) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Bank), and/or cause such guarantee/s security deposit to be furnished, as may be considered appropriate by the Bank, in favour of the Bank, in a form its original amount and manner satisfactory Tenant's failure 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 do so 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 a material breach of security / furnishing of guarantee/s to the satisfaction of the Bank.
(a) this Lease. Landlord shall not be discharged required to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by intermediate payment by it, the Borrower/s security deposit or any settlement of account by the Borrower/s; (b) balance thereof shall be in addition returned to and not in derogation Tenant (or, at Landlord's option, to the last assignee of any other security which Tenant's interest hereunder) at the Bank at any time hold in respect expiration of the Borrower/s’ dues; (c) shall be available to Lease term. In 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 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 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 termination of Landlord's interest in this Lease, Landlord shall furnish and create such security from time transfer said deposit to time Landlord's successor in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdinterest.
Appears in 1 contract
Sources: Office Building Lease (Ambassadors International Inc)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified (a) Tenant has deposited with Landlord or an irrovable letter of credit from a New York Bank in the Schedule-II (including any account/s and/or receivables sum 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, $49,559.50 as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together terms, provisions and conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of Basic Rent and Additional Charges, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Basic Rent and/or Additional Charges and/or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect to any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to Tenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s Premises to Landlord. In the event of a sale of the land and building, or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) Premises forms a part, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security and Tenant agrees to look to the new Landlord solely for the return of such security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further terms and conditions covenants that it may deem fit will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) The security deposited pursuant to the provisions of this Article shall be placed in an interest bearing account in a New York State banking institution having a New York City branch selected by Landlord, subject to Landlord's sole right to change the depository at any time prior to or after any banking organization having a place of business in the grant City of New York, interest earned to become additional security. It is also understood and agreed that interest at 1.0% per annum of the Loan, which security funds 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 retained by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ Landlord as applicable to the relevant state in India where the Property is situated and/or the Security is being createdan administrative fee.
Appears in 1 contract
Security. i. This Agreement shall not be assigned by the SPC. Provided however that the Lenders may be given a right of substitution by execution of the Substitution Agreement. Provided further that at any given time, the AUTHORITY shall enter into only one (1) Substitution Agreement with one (1) lenders’ agent; such lenders’ agent being an agent for one consortium of Lenders. The Borrower/s Lenders shall create/cause be free to modify the composition of the consortium of Lenders.
ii. The SPC shall neither create nor permit to subsist any Encumbrance or title defect over or otherwise transfer or dispose of all or any of its rights in the whole or any part(s) of the Dry Port Site.
iii. Lenders may exercise the rights of step in or substitution as provided in the Substitution Agreement provided that the person substituting the SPC shall be deemed to be created such security on such assets /property more fully specified the SPC under this Agreement and shall enjoy all rights and be responsible for all obligations under this Agreement as if it were the SPC.
iv. Notwithstanding anything to the contrary contained in the Schedule-II (including this Agreement, it is clarified that AUTHORITY may assign any account/s and/or receivables of the Borrower/s its rights and benefits and / or any other person/s acceptable obligations under this Agreement with 30 days prior written notice to the Bank)SPC.
v. It is clarified that for the purpose of securing its borrowings for the purpose of the Dry Port, and/or cause such guarantee/s to be furnished, as SPC may be considered appropriate by encumber any Dry Port assets [other than Dry Port Site] that it is not prohibited from encumbering under the Bank, foregoing sections of this Agreement. Provided however that the SPC may create a charge over its Revenue in favour of the Bank, in a form and manner satisfactory to escrow agent appointed under the Bank, as security for payment / repayment terms of the loan/Facility together with all interestEscrow Agreement, 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 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 disbursed by such escrow agent as declared by the Borrower/s at the time of availing the Facility and as declared provided in the Application Form(s), Escrow Agreement. AUTHORITY has the Bank may, in right to require the SPC to create a charge over 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 Revenue in favour of or the escrow agent (to be held by such escrow agent for the benefit and on behalf of the Bank, of such value, in such form Lenders and in such manner, as may be deemed fit by the Bank, forthwith upon so required by AUTHORITY) appointed under the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so requiredEscrow Agreement, to perfect be disbursed by such escrow agent as provided in the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdEscrow Agreement.
Appears in 1 contract
Sources: Model Agreement for Development of a Dry Port Under PPP Mode
Security. The Borrower/s shall create/cause to be created such Tenant concurrently with the execution of this Lease has deposited with Lessor the sum of Twelve hundered
(1) as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease; it is agreed that, in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Lease, including, but not limited to, the payment of rent and additional rent Lessor may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which tenant is in default or for any sum which Lessor may expend or may be considered appropriate required to expend by the Bank, reason of Tenant's default in favour respect to any of the Bankterms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment re-letting of the loan/Facility together premises whether such damage or deficiency accrued before or after summary proceedings on other re-entry by Lessor. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to Tenant after the date fixed as may be required by the Bank end of the Lease and after delivery of entire possession of the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s premises to the satisfaction Lessor. In the event of a sale of the Bank.land and Building of ------------------------
(a1) shall not be discharged by intermediate payment by the Borrower/s or any settlement Lessor acknowledges that Lessee has paid these amounts in full upon execution of account by the Borrower/s; (b) shall be in addition to and not in derogation of any other security previous leases regarding these units with Lessor. which the Bank at any time hold in respect of the Borrower/s’ dues; (c) premises form a part, Lessor 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee and further terms Lessor shall thereupon be released by Tenant from all liability for the return of such security and conditions Tenant agrees to look to the new Lessor solely for the return of such security. It is agreed that it may deem fit at any time prior the provisions hereof shall apply to every transfer or after the grant assignment made of the Loan, which security to a new Lessor. Tenant further covenants that he will not assign or encumber the monies deposited herein as security and that neither Lessor nor its assigns shall be binding bound by and any such assignment or encumbrances. Lessor shall not be required to keep the security in a segregated account and the security may be commingled with other funds of Lessor and in ono event shall Tenant be entitled to any interest 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsecurity.
Appears in 1 contract
Security. The Borrower/s Section 27.1 TENANT shall create/cause to be created such security on such assets /property more fully specified in deposit with LANDLORD the Schedule-II sum of Fifteen Thousand Eight Hundred Twenty Five Dollars and Forty Eight Cents (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, $15,825.48) as security for payment / repayment the faithful performance and observance by TENANT of the loan/Facility together terms, provisions and conditions of this lease. It is agreed that in the event TENANT defaults in respect of any of the terms, provisions and conditions of this lease, including but not limited to the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional renter any other sum as to which TENANT is in default or for any reason of TENANT's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to any damages or deficiency in the reletting of the premises. In the event that TENANT shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this lease, 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 returned to TENANT after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s or any settlement lease and after delivery 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 entire possession of the Borrower/s’ dues; (c) shall be available Demised Premises to LANDLORD. In the Bank until all accounts between the Bank and the Borrower/s in respect event of a sale of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in valueland and Building, 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 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 LANDLORD shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to vendee and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security; and, the TENANT agrees to look the new LANDLORD solely for the return of said security, and, it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further terms and conditions covenants that it may deem fit at any time prior will no assign or encumber or attempt to assign the monies deposited herein as security and that neither LANDLORD nor his successors or after the grant of the Loan, which assigns shall be binding on the Borrowerbound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. The Borrower agrees security deposit shall be placed in an interest bearing escrow account and undertakes that the Borrower shall cooperate and comply interest (in accordance with any directions and requests, which may be given by the Bank law) accrues to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdTENANT.
Appears in 1 contract
Sources: Lease Agreement (Netwolves Corp)
Security. 6.1 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 Borrower has granted to the Bank), and/or cause such guarantee/s to be furnished, Lender a security interest over the Secured Property as may be considered appropriate by continuing security for the Bank, in favour of the Bank, in a form and manner satisfactory Obligations pursuant to the Bankfollowing deeds of hypothec (collectively, as security for payment / repayment the "Deeds of Hypothec"): (i) that certain deed of hypothec between 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 Lender 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 Borrower dated March 5, 2021 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 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 the Borrower/s registered 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 RPMRR 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the number ▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇ , (ii) that certain deed of hypothec between the Lender and the Borrower dated September 13, 2021 and registered at the RPMRR under number 21-!-0001, and (iii) ) that certain deed of hypothec between the Lender and the Borrower dated August 31, 2023 and registered at the RPMRR under number ▇▇-▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇ and the execution of this Agreement shall not operate as applicable a waiver of any right, power or remedy of the Lender under the Deed of Hypothec, constitute a waiver of any provision of the Deed of Hypothec or serve to effect a novation of the Obligations. The Borrower has caused such security interest to be registered without any adverse entries that are not Permitted Liens in all offices in which, in the reasonable opinion of the Lender or its counsel, registration is necessary or of advantage to perfect the first ranking Liens intended to be created thereby subject only to Permitted Liens.
6.2 The Borrower has caused the Parent to provide the Lender with an unlimited corporate guaranty dated March 8, 2021 (the "Guaranty") in respect of the Obligations. The Parent hereby (i) ratifies and reaffirms its guarantee and all of its payment and performance obligations, contingent or otherwise, under the Guaranty after giving effect to this Agreement; (ii) consents to this Agreement, including the amendment and restatement of the Existing Agreement and (iii) acknowledges that the Guaranty remains in full force and effect and is hereby ratified and reaffirmed and applies to the relevant state in India where Obligations under this Agreement. The execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Property is situated and/or Lender under the Security is being createdGuaranty, constitute a waiver of any provision of the Guaranty or serve to effect a novation of the Obligations.
Appears in 1 contract
Security. 10.1 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 Borrower hereby pledges to the BankLender, and grants to the Lender a security interest in, all shares that the Borrower held in C9I (the “Pledged Shares”), 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 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 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 bonus shares from time to time received, receivable or otherwise distributed in favour respect of or in exchange for any or all of the Pledged Shares as security for the benefit timely repayment by the Borrower of the Bank, of such value, in such form and in such manner, as may be deemed fit Loan advanced by the Bank, forthwith upon so required Lender hereunder and timely payment of all interests and other moneys payable or repayable by the Bank. The Bank Borrower to the Lender from time to time pursuant to this Agreement (collectively, the “Obligations”).
10.2 Upon default of the Borrower of the Obligations or any part thereof, the Lender shall also have the right to stipulate any other and further terms and conditions that it may deem fit right, at any time in its discretion subject to prior to or after the grant of 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 written notice having been given by the Bank to the Borrower, to transfer to or to register in the name of the Lender any or all of the Pledged Shares to the extent of the value of such Pledged Shares equal to the amount in default. In such event, the Borrower shall forthwith deliver to the Lender all certificates or instruments representing or evidencing the Pledged Shares accompanied by duly executed instrument of transfer or assignment in blank, all in form and do substance satisfactory to the Lender, failing such delivery, C9I may at the request of the Lender, and the Borrower hereby irrevocably authorizes C9I to, effect the transfer of the Pledged Shares (or the appropriate part thereof as stipulated in the foregoing provision) to the Lender and enter the name of the Lender as the holder of such Pledged Shares (or part thereof as the case may be). For the purpose of this Clause 10, the Borrower hereby irrevocably appoints any one of the directors of C9I then in office as its attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, to execute any instrument and to take any action which such attorney-in-fact may deem necessary or advisable to accomplish the transfer of all such actsor part of the Pledged Shares to the Lender as stipulated in this Clause 10.
10.3 The Borrower agrees that at any time and from time to time, deeds it shall, at its own expense, promptly execute and things which deliver all further instruments and documents, and take all further action, that may be so requirednecessary or desirable, or required by the Lender, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Security created under Lender to exercise and enforce its rights and remedies hereunder with respect to the relevant Security Document(s) Pledged Shares.
10.4 All costs and expenses incurred in the transfer of the Pledged Shares pursuant to this Clause including without limitation 10 and all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under losses and damages suffered by the provisions Lender arising from or in connection with the failure on the part of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to Borrower in the relevant state in India where payment and performance of the Property is situated and/or Obligations shall be borne by the Security is being createdBorrower solely.
Appears in 1 contract
Sources: Loan Agreement (The9 LTD)
Security. The Borrower/s A. On or before the date that is three business days after Sublessor notifies Sublessee that Sublessor has received the Consent to Sublease and the Consent to Sublessee's Initial Plans and Specifications, Sublessee shall create/cause to be created such deposit and shall thereafter maintain at all times with Sublessor until the date that is days after the expiration of the Term, as a security on such assets /property more fully specified deposit (the "Security") for the faithful performance and observance by Sublessee of the covenants, agreements, terms, provisions and conditions of this Sublease, an unconditional irrevocable commercial letter of credit in the Schedule-II aggregate amount of Sixty Three Thousand Eight Hundred Ninety Nine Dollars (including any account/s and/or receivables of the Borrower/s $63,899.00), in form and / or any other person/s substance satisfactory to Sublessor and issued by a commercial bank that is reasonably acceptable to the Bank)Sublessor, and/or cause such guarantee/s to be furnished, as may be considered appropriate payable upon presentation 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 Sublessor to such creation issuer at its counters in New York City of security / furnishing a sight draft, which letter of guarantee/s to credit shall provide for the satisfaction continuance of such credit for the Bank.
period of at least one (a1) shall not be discharged by intermediate payment by year after the Borrower/s or any settlement date 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 settledissue. If the security which the Borrower/s may furnish to the Bank is 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 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 From time to time in favour during the Term, on or before the date that is thirty (30) days prior to the expiry date of any letter of credit, Sublessee shall deliver to Sublessor a replacement letter of credit, or for the benefit an extension or renewal of the Bankexisting letter of credit, that complies with the requirements of such valuethis Section. If Sublessee shall fail properly and timely to replace, in such form and in such mannerrenew or extend the letter of credit as aforesaid, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank then Sublessor shall also have the right to stipulate draw on such letter of credit for the balance remaining under such letter of credit and hold and apply the proceeds thereof in accordance with this Section. Sublessor shall endeavor in good faith (but shall not be required) to notify Sublessee prior to any other draw pursuant to the foregoing sentence. Notwithstanding the foregoing, in lieu of the foregoing letter of credit in the amount of $63,899.00. Sublessee at its option, may deposit with Sublessor the sum of Thirty One Thousand Nine Hundred Forty-Nine Dollars and further terms Fifty Cents ($31,949.50) in cash and a letter of credit in the amount of Thirty-One Thousand Nine Hundred Forty-Nine Dollars and Fifty Cents ($31,949.50) in the form of the letter of credit described herein to constitute the Security. If Sublessee exercises such option, then in such event, to the extent the cash portion of the Security has not been otherwise utilized or applied in accordance with the provisions hereof, it shall be applied by Sublessor to the payment of the Fixed Rent payable for the last sixty (60) days of the Term.
B. Each letter of credit to be deposited and maintained with Sublessor (or the proceeds thereof) shall be held by Sublessor as security for the faithful performance and observance by Sublessee of the terms, provisions and conditions of this Sublease, and in the event that it may deem fit at (x) any time prior default occurs under this Sublease and is not cured by Sublessee within any applicable grace period, or) Sublessor is entitled to or after the grant of the Loan, which shall be binding draw 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) letter of credit pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of subsection (A), then, in any such event, Sublessor may draw on such letter of credit, and the proceeds of such letter of credit (or any cash security deposited by the Sublessee with Sublessor in substitution for such letter of credit) (collectively the "Security Proceeds"; all such Security Proceeds shall be deemed to constitute the Security hereunder) shall then be held and applied as security (and be Sublessor agrees to deposit the of replenished, if necessary), in accordance with this Section. Sublessor agrees to deposit the Security Proceeds in a separate interest bearing escrow account and, with respect to Security Proceeds only, after deducting any administrative fees permitted by law (currently 1 % per annum), to pay the interest to Sublessee annually. Sublessee's tax identification number is ▇▇-▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
C. It is agreed that in the event Sublessee defaults in respect of any of the 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 Proceeds as applicable shall be equal to the relevant state sum as to which Sublessee is in India where default or for any sum which Sublessor may expend or may be required to expend by reason of Sublessee's default in respect of any of the Property is situated and/or 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 such damages or deficiency occurred before or after summary proceedings or other re-entry by Sublessor. Sublessor shall not be required to so use, apply or retain any part of the Security Proceeds, but if any part thereof is being createdso used, applied or retained in accordance with the provisions of this Section, Sublessee shall, upon demand, immediately deposit with Sublessor an amount equal to the amount so used, applied or retained.
D. In the event that Sublessee shall fully and faithfully comply with all of the terms, provisions, covenants, agreements and conditions of this Sublease, any unapplied Security Proceeds shall be returned to Sublessee within ten (10) business days after the date fixed as the end of this Sublease and after delivery of the entire possession of the Subleased Premises to Sublessor.
Appears in 1 contract
Sources: Lease (Turbochef Inc)
Security. The Borrower/s Tenant shall create/cause to be created such deposit with Landlord the sum of $80,000.00 as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease; it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as may be considered appropriate which Tenant is in default or for any sum which Landlord expended by the Bank, reason of Tenant's default in favour respect of any of the Bankterms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment reletting of the loan/Facility together with all interestpremises, costs, charges, expenses whether such damages or deficiency accrued before or after summary proceedings or other re- entry by Landlord. In the event that Tenant shall fully 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 faithfully comply with all formalities in relation to such creation the terms, provisions, covenants and conditions 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 this Lease, the security which with the Borrower/s may furnish to the Bank is 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 securityinterest thereon, if any, to which the Tenant is subsequently found entitled shall be returned to be Tenant promptly after the date fixed as the end of inferior value the Lease and after delivery of entire possession of the Demised Premises to that as declared by Landlord. In 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 a sale of the Bankland and building or leasing of the building, of such valuewhich the Demised Premises form a part, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank Landlord shall also have the right to stipulate any other transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further terms and conditions covenants that it may deem fit at will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any time prior to such assignment, encumbrance, attempted assignment or after attempted encumbrance. For purposes of recording security, Tenant's I.D. number is . In the grant event Tenant is not in default of this Lease beyond any applicable cure period, Landlord shall apply $40,000.00 of the Loansecurity towards Tenant's rental payment due for the 13th month of this Lease. Thereafter, which if Tenant is not in default of this Lease beyond any applicable cure period, Landlord shall be binding on apply the Borrowerremaining $40,000.00 towards Tenant's rental payment due for the 25th month of this Lease. The Borrower agrees Tenant shall pay Landlord the difference in the rental payment due for the 13th and undertakes that 25th month(s) at the Borrower shall cooperate and comply with any directions and requests, which may be given by the Bank to the Borrower, and do all time such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdpayments become due hereunder.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such 41.01 (a) Tenant has deposited with Landlord the sum of $85,737.67 as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease, it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions, covenants and / conditions of this Lease including, but not limited to, the payment of fixed annual rent and additional rent, Landlord may use, apply or retail the whole or any part of the security so deposited to the extent required for the payment of any fixed annual rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Landlord may expend or may be considered appropriate required to expend by the Bank, reason of Tenant’s default in favour respect of any of the Bankterms, in a form provisions, covenants and manner satisfactory to conditions of this Lease, 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 returned to Tenant promptly after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s demised premises to Landlord. In the event of a sale of the Land and Building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) demised premises form a part, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further terms and conditions covenants that it may deem fit at will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any time prior to such assignment, encumbrance, attempted assignment or after attempted encumbrance. In the grant event Landlord applies or retains any portion or all of the Loansecurity deposited, which Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be binding on $85,737.67.
(i) Notwithstanding the Borrower. The Borrower agrees and undertakes that foregoing, in lieu of cash security deposit provided for in subsection (a) hereof Tenant has delivered to Landlord and, shall maintain in effect at all times during the Borrower shall cooperate and comply with any directions and requeststerm hereof, which may be given by an irrevocable letter of credit, in the Bank to form of Schedule H hereto in the Borrower, and do all such acts, deeds and things which may be so required, to perfect amount of the Security created under the relevant Security Document(s) security required pursuant to this Clause including without limitation all regulatory filingsLease issued by a banking corporation reasonably satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the City and State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given not less than 45 days prior to the expiration thereof. Except as otherwise provided herein, registrationsTenant shall, intimations throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a “Security Letter”) no later than 30 days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be made/givennot less than one year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in its subsection (b)(i), with/Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder until provided with a Security Letter that complies with the provisions of this Section 41.01(b).
(ii) In the event Tenant defaults in respect to any Governmental Authorityof the terms, provisions, covenants and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required 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 Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Security Letter in the major, for the purpose, and to the extent provided in this Article 41, each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the issuing bank without limitation under accompanying memoranda on statement of beneficiary.
(iii) In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of the Lease and Landlord utilizes all or any part of the security represented by the Security Letter but does not terminate this Lease as provided in Article 16 hereof, Landlord may, in addition to exercising its rights as provided in subsection (b)(ii), retain the unapplied and unused balance of the principal amount of the Security Letter as security for the faithful performance and observance by Tenant thereafter of the terms, provisions, and conditions of this Lease, and may use, apply, or retain the whole or any part of said balance to the extent required for payment of rent, additional rent, or any other sum as to which Tenant is in default 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, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall not be less than the security required by Section 41.01.
(iv) In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant promptly after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, Landlord shall (subject to the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable final sentence of this subsection (b)(iv)) have the right to transfer any interest it may have in the Security Letter to the relevant state in India where vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the Property return of such Security Letter, provided such vendee or lessee assumes any responsibilities of Landlord with respect to such Security Letter, and Tenant agrees to look solely to the new landlord for the return of said Security letter; and it is situated and/or agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Letter to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event of a sale or leasing of the Building Landlord shall have the right to require Tenant to deliver a replacement Security Letter naming new landlord as beneficiary and, if Tenant shall fail to timely deliver the same, to draw down the existing Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is being createddelivered.
Appears in 1 contract
Security. The Borrower/s TENANT simultaneously with the execution and delivery of this Lease, has deposited with the LANDLORD the sum equal to one months current minimum rent as per EXHIBIT “B” and as stated in Section 1.7 hereof, the receipt of which is hereby acknowledged, which sum 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 retained by the Bank, in favour of the Bank, in a form and manner satisfactory to the Bank, LANDLORD as security for the payment / repayment by TENANT of the loan/Facility together with all interestrents herein agreed to be paid by TENANT and for the faithful performance by TENANT of the terms, costsconditions and covenants of this Lease. It is agreed that LANDLORD, chargesat LANDLORD’S option, expenses may at any time apply said sum or any part thereof toward the payment of the rents and all any other monies whatsoever stipulated in or sum payable by TENANT under this Lease, and/or toward the Loan/Facility Documents. Such security performance of each and every covenant under this Lease, but such covenants and TENANT’S liability under this Lease shall thereby be discharged only pro tanto; that TENANT shall remain liable for any amounts that such sum shall be created / guarantee/s furnished within such period as insufficient to pay; that LANDLORD may exhaust any or all rights and remedies against TENANT before resorting to said sum, but nothing herein contained shall require or be required by deemed to require LANDLORD to do so; that, in 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) event this deposit shall not be discharged by intermediate payment by the Borrower/s or utilized for any settlement of account by the Borrower/s; (b) such purposes, then such deposit shall be in addition returned by LANDLORD to and not in derogation of any other security which TENANT within sixty (60) days after the Bank at any time hold in respect expiration of the Borrower/s’ dues; (c) term of this Lease. TENANT 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 found to be insufficient / incorrect in value, the Bank may direct the Borrower/s to furnish deposit with LANDLORD such 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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, sums which may be given necessary to replace any amounts expended there from by LANDLORD pursuant hereof, so that there shall always be a security deposit in the sum first set forth above. The Security deposit provided for herein shall be held by the Bank to the Borrower, LANDLORD in a non-interest-bearing account and do all such acts, deeds and things which may be so required, to perfect co-mingled by the Security created under LANDLORD at the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLANDLORD’S sole discretion.
Appears in 1 contract
Sources: Lease Agreement
Security. The Borrower/s shall create/cause As security for the performance by Tenant of all the terms, conditions and covenants of this Lease upon Tenant's part to be created such security on such assets /property more fully specified performed, Tenant shall provide to Landlord an irrevocable letter of credit in the Schedule-II amount of $175,000.00 in form and substance satisfactory to Landlord (including any account/s and/or receivables the "Letter of Credit" or "Security"). The Letter of Credit shall be the type which is automatically renewed on an annual basis. Each Letter of Credit will be issued by a bank approved by Landlord and in the locale of the Borrower/s Demised Premises. Each Letter of Credit will contain a provision requiring the issuer thereof to give the Landlord and / or Tenant sixty (60) days advance written notice of its intention not to renew the Letter of Credit on the next annual renewal date. Landlord shall have the right regardless of the exercise of any other person/s acceptable remedy the Landlord may have by reason of a default of Tenant, to draw upon said Letter of Credit in the Bank)following instances (i) to cure any default of Tenant of its obligations under this Lease after the applicable cure period, and/or cause such guarantee/s to be furnishedincluding without limitation, as any sum which Landlord 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 spend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to spend by the Bank and the Borrower/s shall comply with all formalities reason of Tenant's default, including without limitation, any damages or deficiency in relation to such creation of security / furnishing of guarantee/s to the satisfaction reletting of the Bank.
Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord or (aii) 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 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 the Borrower/s at the time of availing the Facility and as declared in the Application Form(s), the Bank mayevent Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, in its discretion, treat the amount stated above as 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 Bank, of such value, in such form and in such manner, as amount may be deemed fit by reduced in accordance with this Section 4001, on a date (the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan"Annual Renewal Date"), which shall be binding a date on or before thirty (30) days prior to the expiration of the Letter of Credit. If Landlord draws on the BorrowerLetter of Credit, any amount not applied shall be retained as a cash security for the performance by Tenant of all terms, conditions and covenants of this Lease upon Tenant's part to be performed. The Borrower agrees and undertakes If Landlord draws on the Letter of Credit in accordance with the terms of this Lease, Tenant shall, upon demand, additionally fund the Letter of Credit with the amount so drawn (less the amount of any funds held as cash security in accordance with the immediately preceding sentence) so that Landlord shall have the Borrower full deposit on hand at all times during the Term of this Lease. In the event of a sale of the Demised Premises or lease of the Demised Premises subject to this Lease, Landlord shall cooperate and comply with any directions and requests, which may be given by transfer the Bank Letter of Credit to the Borrowervendee or lessee and upon prior notice from Landlord Tenant shall change the named beneficiary in the Letter of Credit to the name of the applicable transferee. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit, and do all neither Landlord nor its successors or assigns shall be bound by any such actsassignment, deeds and things which may be so requiredencumbrance, attempted assignment or attempted encumbrance. Tenant shall have the right, at any time, to perfect replace the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions Letter of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.Credit with a cash security
Appears in 1 contract
Sources: Lease Agreement (Epicept Corp)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Tenant has deposited with Landlord the Schedule-II sum of $114,925.60 (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, "Security Deposit") as security for the full and faithful performance and observance by Tenant of Tenant's covenants and obligations under this Sublease. If Tenant defaults in the full and prompt payment / repayment and performance of any of Tenant's covenants and obligations under this Sublease, including, but not limited to, the loan/Facility together with all interestpayment of Fixed Rent, costsFurniture Rent and Additional Rent, chargesLandlord may, 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) but shall not be discharged by intermediate payment by required to, use, apply or retain the Borrower/s whole 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 part of the Borrower/s’ dues; (c) shall be available to the Bank until all accounts between the Bank Security Deposit 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 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 securityinterest accrued thereon, if any, to the extent required for the payment of any Fixed Rent, Furniture Rent and Additional Rent or any other sums as to which Tenant is subsequently found in default or for any sum which Landlord may expend or may be required to be expend by reason of inferior value to that as declared by Tenant's default in respect of any of the Borrower/s at the time terms, covenants and conditions of availing the Facility and as declared this Sublease, including, but not limited to, any damages or deficiency in the Application Form(s)reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the Security Deposit or the interest accrued thereon, if any, Tenant shall upon demand immediately deposit with Landlord a sum equal to the amount so used, applied or retained, as security as aforesaid failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent or Furniture Rent beyond the applicable grace period. If Tenant shall fully and faithfully comply with all of Tenant's covenants and obligations under this Sublease, the Bank maySecurity Deposit or any balance thereof, in its discretionwith the interest thereon, treat such default if any, to which Tenant is entitled, shall be returned or paid over to Tenant after the date fixed as an event the end of default under facility/loan Documents. The Borrower shall furnish this Sublease and create such security from time after delivery to time in favour Landlord of or for the benefit entire possession of the BankPremises. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit or any interest thereon to which Tenant is entitled, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to neither Landlord nor its successors or after the grant of the Loan, which assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Security. The Borrower/s Subtenant shall create/cause to be created such deposit with Sublessor on the signing of this Sublease the sum of [***] as security on such assets /property more fully specified for the faithful performance and observance by Subtenant of the terms, conditions and provisions of this Sublease (the "Security Deposit"). It is agreed that in the Schedule-II (including event Subtenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Sublease, including, but not limited to, the payment of Fixed Rent and Supplemental Rent, Sublessor may apply or retain the whole or any part of the Security Deposit so deposited and any interest accrued thereto to the extent required for the payment of any Fixed Rent and Supplemental Rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Subtenant is in default or for any sum which Sublessor 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 expend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to expend by reason of Subtenant's default in respect of any of the Bank terms, covenants and conditions of this Sublease, including but not limited to, any damages or deficiency in the Borrower/s reletting of the Subleased Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other reentry by Sublessor. If Sublessor applies or retains any part of the Security Deposit so deposited, Subtenant, within ten (10) business days of demand, shall deposit with Sublessor the amount so applied or retained so that Sublessor shall have the full Security Deposit on hand at all times during the Term, if any. If Subtenant shall fully and faithfully 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 terms, provisions, covenants and conditions of this Sublease, the Borrower/s or any settlement of account by the Borrower/s; (b) Security Deposit shall be in addition returned to and not in derogation of any other security which Subtenant within thirty (30) days after the Bank at any time hold in respect expiration of the Borrower/s’ dues; (c) Term. Subtenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and/or other sums deposited and that neither Sublessor nor its successors or assigns 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 found to be insufficient / incorrect in valuebound by any such assignment, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish encumbrance, attempted assignment or the additional security, if any, is subsequently found to be of inferior value to that as declared by 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted encumbrance.
Appears in 1 contract
Sources: Sublease (Nektar Therapeutics)
Security. 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 10.01 It is declared 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.agreed:
(a) that this Agreement shall be held by the Pledgee as a continuing security for the payment of the Secured Obligations, and that the security so created shall not be discharged satisfied by any intermediate payment or satisfaction of any part (but not all) of the Secured Obligations, and that the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Borrower/s Pledgee for all or any settlement part of account the Secured Obligations and may be enforced by the Borrower/s; (b) Required Holders without prior recourse to any such other security or to any other surety and that every power and remedy given to the Pledgee hereunder shall be in addition to and not in derogation a limitation of any and every 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 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 power or the additional security, if any, is subsequently found to be of inferior value to that as declared by the Borrower/s at the time of availing the Facility and as declared remedy vested in the Application Form(s), Pledgee and that all the Bank may, powers so vested in its discretion, treat such default as an event of default under facility/loan Documents. The Borrower shall furnish and create such security the Pledgee may be exercised from time to time and as often as the Required Holders may deem expedient;
(b) that the security created by this Agreement shall not be impaired affected or discharged by reason of time or other indulgence granted by the Required Holders or any forbearance (whether as to payment time performance or otherwise howsoever) which might but for this provision have any such effect or by reason of any variation in favour the terms of the Note Purchase Agreement or any other related agreement thereto or any of them or by reason of the unenforceability invalidity or termination of or any irregularity in the Note Purchase Agreement or any other related agreement thereto or any of them or the execution thereof by Pledgor or any other party thereto or any deficiency in the power of any party thereto to enter into and perform their respective obligations thereunder and should any obligation or purported obligation of any such other party which if enforceable or valid or continuing would be secured by this Agreement be or become wholly or in part unenforceable or invalid or terminated for any reason whatsoever the Pledgor shall keep the Pledgee and the Security Agent fully indemnified against any loss suffered by the Pledgee or the Security Agent as a result of any failure by any such party to perform any such obligation or purported obligation; and
(c) that until all Secured Obligations have been paid, discharged and satisfied in full (which expression shall not embrace payment of a dividend in liquidation or bankruptcy of less than 100%) and notwithstanding that the security created by this Agreement may have been realised, the Pledgor waives all rights of subrogation and agrees not to demand or accept repayment in whole or in part of any loan or advances at any time owing to the Pledgor from NOC or to demand or accept any security in respect thereof or to assign the same or charge the same as security or to take any step to enforce any rights against NOC or to claim or prove in competition with the Pledgee or have the benefit of any share in any payment or composition from NOC or any other person or in any other guarantee or security now or hereafter held by the BankPledgee.
10.02 On the Termination Date, of such valuethe Pledgee shall, at the Pledgor's request, discharge the security interest created by this Agreement and the Security Agent shall return the Pledged Shares to the Pledgor, in such a form transferable by delivery, free and clear of all Encumbrances arising by, through or under the Security Agent or the Pledgee, and in connection therwith shall take such manner, actions and shall execute and deliver such documents as the Pledgor may be deemed fit by reasonably request to implement the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdforegoing.
Appears in 1 contract
Security. The Borrower/s Borrower 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 Borrower has not received a notice of claim), and termination in full of the Commitments, the Administrative Agent shall create/cause to be created such security on such assets /property more fully specified have an Acceptable Security Interest in the Schedule-II (including applicable Collateral, as required below, subject to any account/s and/or receivables permitted releases pursuant to the terms of this Agreement or the Security Documents and to the grace periods set forth in Section 5.8 below, to secure the performance and payment of the Borrower/s Obligations as set forth in the Security Documents. The Borrower shall, and / or shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any other person/s acceptable Security Documents necessary to the Bank)create, and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, perfect and maintain an Acceptable Security Interest in favour favor of the BankAdministrative Agent in the following Properties, 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 whether now owned 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.
hereafter acquired: (a) shall not be discharged all Equity Interests issued by intermediate payment any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Borrower/s or any settlement of account by the Borrower/s; (b) shall be 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary but, in addition to and not in derogation of any other security which the Bank at any time hold in respect event, no more than 66% of the Borrower/s’ duesoutstanding Voting Securities issued by any First Tier Foreign Subsidiary; and (c) shall be available to the Bank until all accounts between the Bank and the Borrower/s in respect other Properties of the Facility/loan are ultimately settledCredit Parties other than Excluded Properties. If For the security which avoidance of doubt, notwithstanding the Borrower/s may furnish to the Bank is 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 preceding provisions of this Section 5.7 or the additional security, if any, is subsequently found to be of inferior value to that as declared by 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇Credit Documents, ▇▇▇▇ as applicable (i) neither the Borrower nor any Domestic Subsidiary shall be required to grant any security interest in more than 66% of the relevant state Voting Securities issued by any First Tier Foreign Subsidiary, (ii) neither the Borrower nor any Subsidiary shall be required to grant any security interest in India where Equity Interests in any Foreign Subsidiary that is not a First Tier Foreign Subsidiary, and (iii) no Foreign Subsidiary shall be required to grant an Acceptable Security Interest in any of its Properties or otherwise be bound by the Property is situated and/or the Security is being createdrequirements of this Section 5.7.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in THIRTY-EIGHTH: -- Tenant has deposited with Landlord the Schedule-II (including any account/s and/or receivables sum 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$ NONE, as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together terms, provisions and conditions of this lease: it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required 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 Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by Landlord, Tenant shall, upon demand, deposit with Landlord the full amount so used, in order that Landlord shall have the full security deposit on hand at all times. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this lease, 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 returned to Tenant after the date fixed as may be required the end of the lease and after delivery of entire possession of the demised premises to Landlord. In the event of any transfer or conveyance by the Bank and the Borrower/s shall comply with all formalities in relation to such creation Landlord of security / furnishing of guarantee/s its lease to the satisfaction building 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) demised premises form a part, hereinafter referred to, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the transferee or grantee, and Landlord shall thereupon be released by Tenant from all liability for the return of such security: and Tenant agrees to look to the new Landlord solely for the return of said security: and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither Landlord nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (G Iii Apparel Group LTD /De/)
Security. The Borrower/s Section 31.1. Tenant shall create/cause to be created such security deposit with Landlord on such assets /property more fully specified the signing of this Lease the sum of the Security Amount for the 1st Security Period, or at Tenant's option, a "clean," unconditional, irrevocable and transferable letter of credit (the "Letter of Credit") in the Schedule-II (including any account/s and/or receivables same amount, satisfactory to Landlord, issued by and drawn on a bank satisfactory to Landlord and which is a member of the Borrower/s and / or any other person/s acceptable to New York Clearing House Association, for the Bank)account of Landlord, and/or cause such guarantee/s to be furnished, as may be considered appropriate by the Bank, in favour for a term of the Bank, in a form and manner satisfactory to the Banknot less than one (1) year, as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together with all interestterms, costscovenants, chargesconditions and provisions of this Lease, expenses including, without limitation, the surrender of possession of the Premises to Landlord as herein provided. If an Event of Default shall occur and all be continuing, Landlord may apply the whole or any part of the security so deposited, or present the Letter of Credit for payment and apply the whole or any part of the proceeds thereof, as the case may be, (i) toward the payment of any Fixed Rent, Escalation Rent or any other monies whatsoever stipulated item of Rental as to which Tenant is in default, (ii) toward any sum which Landlord may expend or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required to expend by reason of Tenant's default in respect of any of the Bank terms, covenants and conditions of this Lease, including, without limitation, any damage, liability or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred or suffered by Landlord, and (iii) toward any damage or deficiency incurred or suffered by Landlord in the Borrower/s reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains any part of the proceeds of the Letter of Credit or the security so deposited, as the case may be, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord shall have the full deposit on hand at all times during the Term. If Tenant shall fully and faithfully 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 terms, provisions, covenants and conditions of this Lease, the Borrower/s Letter of Credit or any settlement of account by the Borrower/s; (b) security, as the case may be, shall be in addition returned to Tenant after the Expiration Date and not in derogation after delivery of any other security which the Bank at any time hold in respect possession of the Borrower/s’ dues; (c) shall be available Premises to Landlord. In the Bank until all accounts between the Bank and the Borrower/s in respect event of a sale or leasing of the Facility/loan are ultimately settled. If the security which the Borrower/s may furnish to the Bank is 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 Real Property or the additional securityBuilding, if any, is subsequently found to be of inferior value to that as declared by 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 Landlord shall furnish and create such security from time to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate transfer the Letter of Credit or security, as the case may be, to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security or the Letter of Credit, 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. Tenant shall look solely to the new landlord for the return of the Letter of Credit or the security, as the case may be. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit or security made to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Tenant shall renew any Letter of Credit from time to time, at least thirty (30) days prior to the expiration thereof, and deliver to Landlord a new Letter of Credit or an endorsement to the Letter of Credit, and any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes evidence required by Landlord 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions Letter of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.Credit has been renewed for a period of at least one (1)
Appears in 1 contract
Sources: Lease Agreement (General Media Inc)
Security. 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 Section 5 of the Borrower/s Note is hereby deleted in its entirety and / or any other person/s acceptable to replaced by the Bank)following provision: “This Note is secured by (i) that certain Deed of Trust, and/or cause such guarantee/s to be furnishedSecurity Agreement, Assignment of Rents and Leases and Fixture Filing dated December 30, 2010 executed by WBSW, as may be considered appropriate by Trustor, for the Bank, in favour benefit of the Bank, in a form and manner satisfactory to the BankLender, as security for payment / repayment of the loan/Facility together with all interestBeneficiary, costsand encumbering certain property in Santa ▇▇▇▇ County, chargesCalifornia, 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 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 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 amended from time to time in favour (the “Santa ▇▇▇▇ Deed of or Trust”); (ii) that certain Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated of even date herewith executed by WRGO, as Trustor, for the benefit of the Bank, of such value, in such form and in such mannerLender, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 BorrowerBeneficiary, and do all such actsencumbering certain property in Ventura County, deeds California, as amended from time to time (the “Ventura Deed of Trust”); and things which may be so required(iii) that certain Deed of Trust, to perfect Security Agreement, Assignment of Rents and Leases and Fixture Filing dated of even date herewith executed by DLW, as Trustor, for the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filingsbenefit of Lender, registrationsas Beneficiary, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the and encumbering certain property in Santa ▇▇▇▇▇▇▇ County, California, as amended from time to time (the “▇▇▇▇▇▇ ▇▇▇Deed of Trust”), ▇▇▇▇ as applicable (collectively, the “Deeds of Trust”). In the event any of the property encumbered by the Deeds of Trust (collectively, the “Property”) or any portion thereof or any interest therein is sold or conveyed or becomes subject to an agreement to sell or convey, other than transfers expressly permitted in the Loan Documents, prior to the relevant state time the indebtedness owing on this Note shall have been paid in India where full, then in any and all such events the entire indebtedness owing on this Note shall, at the sole option of Lender, become due and payable together with the Prepayment Premium. It is agreed that there shall be no additional liens or deeds of trust on the Property is situated and/or (other than as expressly permitted in the Security is being createdLoan Documents), without the prior written consent of the Lender.” All references in the Note to the “Deed of Trust” are hereby amended to mean the Deeds of Trust as defined above.
Appears in 1 contract
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in TENANT has deposited with LANDLORD the Schedule-II sum of EIGHT THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 88/100 (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$8,884.88) DOLLARS, as security for payment / repayment the faithful performance and observance by TENANT of the loan/Facility together terms, provisions and conditions of this Lease; it is agreed that, in the event TENANT defaults in respect to any of the terms, provisions, and conditions of this Lease, including, but not limited to the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required 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 LANDLORD may expend or may be required to expend by reason of TENANT'S default in respect to any of the terms, covenants and conditions of this Lease, including, but not limited to any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully and faithfully comply with all interestof the terms, costsprovisions, charges, expenses covenants and all other monies whatsoever stipulated in or payable under conditions of this Lease the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period returned to TENANT after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s or any settlement premises to LANDLORD. In the event of account by a sale of the Borrower/s; (b) shall be in addition to land and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) premises form a part, LANDLORD 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee, and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security and TENANT agrees to look to the new LANDLORD solely for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further terms and conditions covenants that it may deem fit at any time prior to will not assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither LANDLORD nor its assigns shall be binding bound by any such assignment or encumbrance. LANDLORD shall not be required to keep the security in a segregated account and the security may be commingled with other funds of LANDLORD, and in no event shall TENANT be entitled to any interest 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsecurity.
Appears in 1 contract
Security. The Borrower/s shall create/cause 8.01. As security for the performance by Tenant of all the terms, conditions and covenants of this Lease upon Tenant's part to be created such security on such assets /property more fully specified performed, Tenant shall provide to Landlord an irrevocable Letter of Credit in the Schedule-II amount of (including any account/s and/or receivables $26,250.00) in form and substance satisfactory to Landlord. Landlord shall have the right, upon thirty (30) days notice to Tenant (except for Tenant's non- payment of Rent or for Tenant's failure to comply with Article 8.03 for which no notice shall be required), and regardless 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 exercise of any other security which remedy the Bank Landlord may have by reason of a default, to draw upon said Letter of Credit to cure any default of Tenant and if Landlord does so, Tenant shall upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at any time hold in respect all times during the term of this Lease. In the event of a sale of the Borrower/s’ dues; (c) Building or a lease of the Building, subject to this Lease, Landlord shall have the right to transfer the security to the vendee or lessee.
8.02. The Letter of Credit shall be available the type which is automatically renewed on an annual basis (annual Renewal Date); and will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) sixty (60) day advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date.
8.03. In the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, in the amount stated above, on or before thirty (30) days prior to the Bank until all accounts between the Bank and the Borrower/s in respect of the Facility/loan are ultimately settlednext Annual Renewal Date, said failure shall be deemed a default under this Lease. If the security which the Borrower/s may furnish to the Bank is 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 the Borrower/s at the time of availing the Facility and as declared in the Application Form(s), the Bank Landlord may, in its discretion, discretion treat such this the same as a default as an event in the payment of default under facility/loan Documents. The Borrower shall furnish and create such security from time to time in favour of rent or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other default and further terms pursue the appropriate remedy. In addition, and conditions that it may deem fit at any time prior to or after the grant of the Loannot in limitation, which Landlord shall be binding on permitted to draw upon the Borrower. The Borrower agrees and undertakes that Letter of Credit as in the Borrower shall cooperate and comply with case of any directions and requests, which may be given other default by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created Tenant under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.Lease,
Appears in 1 contract
Sources: Lease (Periscope Sportswear Inc)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Section 39.01. Tenant has deposited with Landlord the Schedule-II sum of ONE HUNDRED THOUSAND and 00/100 (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, $100,000.00) DOLLARS as security for payment / repayment the faithful performance and observance by Tenant of the loan/Facility together with all interestterms, costsprovisions, charges, expenses covenants and all other monies whatsoever stipulated conditions of this Lease in or payable under cash and/or in the Loan/Facility Documents. Such form of a Letter of Credit (the “security shall be created / guarantee/s furnished within such period deposit”) as may be required security for the faithful performance and observance 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 Tenant of the Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s or any settlement terms, provisions and conditions of account by the Borrower/s; (b) shall be in addition to and not in derogation this Lease, which Letter 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 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 securityCredit, if any, is subsequently found shall comply with the following provisions. Said Letter of Credit shall be issued by a “money center” bank, shall name National Realty & Development Corp. as sole beneficiary, shall be presentable for payment at the counters of a branch of the issuing bank in the Metropolitan New York area or by mail at a specific branch of the issuing bank in the continental United States and shall be delivered to Landlord on or prior to the date hereof. The Letter of Credit shall expire on the Expiration Date (as the same may be extended in accordance with Article 40 below). The form of inferior value such Letter of Credit and the issuing bank shall be subject to the approval of Landlord and its counsel. The Letter of Credit shall provide that upon any default by Tenant the beneficiary shall be entitled to draw upon the Letter of Credit to the extent of the full amount thereof immediately upon delivery to the issuing bank of a sight draft. If for any reason such Letter of Credit shall expire without Landlord having drawn thereon for any reason, including, without limitation, the inadvertent failure to do so by Landlord, Tenant shall thereupon deliver to Landlord a replacement of such Letter of Credit or a cash deposit to bring the security deposit required hereunder to the appropriate balance. Said Letter of Credit shall specifically provide that Landlord will receive not less than forty-five (45) days written notice of the election of the issuing bank to not renew the same. Whether or not Landlord shall receive notice of cancellation or non-renewal of the Letter of Credit, Tenant shall deliver to Landlord a replacement of such Letter of Credit prior to that date which is thirty (30) days prior to the cancellation date, expiration date or non-renewal date of the Letter of Credit. Tenant’s failure to deliver a replacement Letter of Credit as declared by aforesaid shall be deemed a default under this Lease, and without further notice, Landlord shall be entitled to draw upon the Borrower/s at the time expiring Letter of availing the Facility and as declared Credit in the Application Form(sentire amount thereof and retain the sums drawn as a cash security deposit (and apply the same in accordance with this Article 39). In the event Tenant defaults in respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, the Bank payment of annual minimum rental and additional rent, Landlord 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 time, draw upon the security deposit and use, apply, or retain the whole or any part of the security so deposited to the extent required for the payment of any annual minimum rental and additional rent or any other sum as to which Tenant is in favour default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, counsel fees and other collection charges, or of any damages or deficiency in the re-letting, repairing or altering of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all the provisions, covenants and conditions of this Lease, the Letter of Credit, if any, by its terms shall be deemed null and void and the security deposit shall be returned to Tenant, without interest, promptly after the expiration of the Lease, and after delivery of entire possession of the Demised Premises to Landlord. /s/ [ILLEGIBLE] T /s/ [ILLEGIBLE] LL Upon the return of an undrawn upon and expired Letter of Credit by Landlord to Tenant, Landlord shall deliver to Tenant a letter authorizing the issuing bank to accept a surrender of the Letter of Credit. If, due to Tenant’s default hereunder, Landlord shall be entitled to apply or retain any portion of the sum available under the security deposit, Tenant shall within five (5) business days following demand, secure for the sole benefit of Landlord, a new or additional Letter of Credit or deliver to Landlord a cash security deposit in such amount as may be necessary to restore the security deposit to the amount set forth in the first sentence of this Article. Tenant shall not assign or encumber the security deposited hereunder and neither Landlord or its successors or assigns shall be bound by any such assignment or encumbrance. In the absence of evidence satisfactory to Landlord of any assignment of the right to receive the security, or the remaining portion thereof, Landlord may return the security to the original tenant regardless of any number of assignments of the Lease itself. In the event of a sale of the Demised Premises or larger premises of which the Demised Premises form a part, Landlord shall have the right to transfer the cash security and the beneficiary rights under any Letter of Credit to the purchaser for the benefit of Tenant and Landlord, after giving notice to Tenant, shall be deemed released by Tenant from all liability for the Bank, return of such valuesecurity and Tenant shall look solely to the new owner for the return thereof. Tenant shall, upon request, deliver confirmation of said transfer of beneficiary rights and a replacement Letter of Credit naming the transferee as beneficiary if necessary or if required. No holder of any mortgage upon the Demised Premises or the larger property of which the Demised Premises forms a part shall be responsible in connection with the security deposited hereunder unless such mortgagee shall have in fact received such security or been named beneficiary thereof and acknowledged such receipt or beneficiary status in writing to Tenant. In the event of a foreclosure of the Demised Premises or of the larger premises of which the Demised Premises form and a part, Tenant shall, on demand of mortgagee, reissue the Letter of Credit in compliance with this Article 39 except naming the mortgagee, or such manner, other party as may be deemed fit designated by mortgagee, as the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdsole beneficiary.
Appears in 1 contract
Sources: Lease Agreement (Cyoptics Inc)
Security. The Borrower/s shall create/cause to be created such Tenant has deposited with Owner the sum of $132,660.00 34.1 as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other person/s acceptable 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, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the reletting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the Bank), and/or cause such guarantee/s security deposit so that the same shall be replenished to be furnished, as may be considered appropriate by its former amount. In the Bank, in favour event that Tenant shall fully and faithfully comply with all of the Bankterms, in a form provisions, covenants and manner satisfactory to conditions of this lease, 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 returned to Tenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by lease and after delivery of entire possession of the Borrower/s demised premises to Owner. In the event of a sale of the land and building, or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) demised premises form a part, Owner 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to the vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber, or attempt to assign or after encumber, the grant of the Loanmonies deposited herein as security, which and that neither Owner nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Office Lease (Olo Inc.)
Security. The Borrower/s shall create/cause Landlord acknowledges receipt of Five Thousand Three Hundred -------- ($5,300.00) Dollars that Landlord is 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, retain as security for payment / repayment the faithful performance of all the loan/Facility together with all interest, costs, charges, expenses terms and all other monies whatsoever stipulated in or payable under the Loan/Facility Documentsconditions of this Lease. 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) Landlord shall not be discharged by intermediate payment obligated to apply the security depose on rents or other charges in arrears, or in damages for failure to perform the terms and conditions of this Lease. Application of the security deposit to the arrears of rental payments or damages shall be at the sole option of the Landlord, and the right to possession of the premises by the Borrower/s or Landlord for nonpayment of rent for any settlement of account other reason shall not in any event be affected by the Borrower/s; (b) security deposit. Tenant expressly acknowledges that Tenant 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further apply the security deposit to rent. In no event is the security deposit to be returned until Tenant has vacated the Premises end delivered possession to the Landlord. In the event the Landlord repossesses the Premises because of the default of the Tenant or because of the failure by the Tenant to carry out the terms and conditions that it of this Lease, Landlord may deem fit at any time prior apply the security deposit on ail damages suffered to the day or after repossession and may retain the grant balance of the Loansecurity deposit to apply on damages that may accrue or be suffered thereafter by reasons of a default or breach of the Tenant. Landlord shall not be obligated to hold the security deposit in a separate fund, but may mix the security deposit with other funds of the Landlord, and Landlord shall not be obligated to pay interest to Tenant on the security deposit. As further security for the faithful performance of the terms and conditions of this Lease, Tenant hereby pledges and assigns to Landlord all of the furniture, fixtures, goods and chattels of Tenant, 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 or may be given by the Bank to the Borrowerbrought or put on said Premises, and do all such acts, deeds and things which the Tenant agrees that said lien may be so requiredenforced by distress, to perfect foreclosure or without press of law at the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions election of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLandlord.
Appears in 1 contract
Sources: Lease (Eco Rx Inc)
Security. The Borrower/s A. Simultaneously with the execution and delivery of this Sublease, Subtenant shall create/cause deposit $8,563,75 in cash (the “Deposit”) with Sublandlord as security for the full and faithful performance by Subtenant of each and every term, covenant, condition and agreement of this Sublease or any renewals or extensions thereof on Subtenant’s part to be created such security on such assets /property more fully specified performed.
B. If Subtenant is in default in the Schedule-II (including performance or observance of any account/s and/or receivables of the Borrower/s and / conditions on its part to be performed or observed under this Sublease or any other person/s acceptable obligation of Subtenant to Sublandlord and such default shall continue beyond 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 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 securityapplicable cure period, if any, Sublandlord may use, apply or retain the whole or any part of the Deposit to the extent required for the payment of Base Rental or any Additional Rental or any other sum as to which Subtenant is subsequently found in default to Sublandlord or for any sum which Sublandlord may expend or may be required to expend by reason of inferior value to that as declared Subtenant’s non-performance, non-observance, breach or violation of any of the terms, covenants, conditions or agreements of this Sublease or other agreements between Subtenant and Sublandlord, including but not limited to, any damages or deficiency in the re-letting of the Sublet Premises, whether such damages or deficiency accrues before or after summary proceedings or other re-entry by the Borrower/s at Sublandlord.
C. Sublandlord shall not be required so to use, apply or retain the time whole or any part of availing the Facility Deposit, but if the whole or any part thereof is so used, applied or retained, Subtenant shall within ten (10) days after demand immediately deposit with Sublandlord a sum equal to the amount so used, applied or retained. If Subtenant shall fully and faithfully comply with all the terms, covenants, conditions and agreements of this Sublease and other agreements between Subtenant and Sublandlord prior to the expiration of any applicable cure period, the Deposit or any balance thereof remaining shall be returned to Subtenant after the date fixed as declared the end of this Sublease and after delivery to Sublandlord of possession of the Sublet Premises in the Application Form(s), condition required hereunder and under the Bank may, in Lease.
D. Subtenant shall not assign or encumber or attempt to assign or encumber the Deposit and neither Sublandlord nor 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 successors or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Loan, which assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Security. The Borrower/s (a) In the event Tenant deposits with Landlord any Security Deposit, the same shall create/cause to be created such held as security on such assets /property more fully specified for the full and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the Schedule-II (including full and prompt payment and performance of any account/s and/or receivables of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Borrower/s and / Security Deposit to the extent required for the payment of any Rent or any other person/s acceptable sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the security, Tenant shall upon demand immediately deposit with Landlord a sum equal to the Bank)amount so used, 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 applied and manner satisfactory to the Bankretained, as security for payment / repayment as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the loan/Facility together with all interest, costs, charges, expenses and all other monies whatsoever stipulated in Demised Premises. In the event of any sale 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 leasing of the Bank.
(a) Land, Landlord 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate transfer the security to which Tenant is entitled to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof; and Tenant shall look solely to the new landlord for the return or payment of the same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) Tenant shall provide to Landlord an irrevocable transferable Letter of Credit in the amount of the Security Deposit in form and substance satisfactory to Landlord and issued by a financial institution approved by Landlord. Landlord shall have the right, upon written notice to Tenant (except that for Tenant's non-payment of Rent or for Tenant's failure to comply with Article 8.03, no such notice shall be required) and regardless of the exercise of any other remedy the Landlord may have by reason of a default, to draw upon said Letter of Credit to apply same to any default of Tenant or for any purpose authorized by Section 8.01(a) of this Lease and further terms if Landlord does so, Tenant shall, upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at all times during the Term of the Lease and conditions that it for a period of thirty (30) days' thereafter. In the event of a sale of the Building or a lease of the Building subject to this Lease, Landlord shall have the right to transfer the security to the vendee or lessee.
8.02. The Letter of Credit shall expire not earlier than thirty (30) days after the Expiration Date of this Lease. Upon Landlord's prior consent, the Letter of Credit may deem fit at any time be of the type which is automatically renewed on an annual basis. In the alternative, such Letter of Credit may be of a duration of one (1) year, provided Tenant provides a replacement Letter of Credit on or before the date which is forty-five (45) days prior to the expiration date of such Letter of Credit ("Annual Renewal Date"). In any event, Tenant shall maintain the Letter of Credit and its renewals in full force and effect during the entire Term of this Lease (including any renewals, replacements or after extensions) and for a period of thirty (30) days thereafter. The Letter of Credit will contain a provision requiring the grant issuer thereof to give the beneficiary (Landlord) thirty (30) days' advance written notice of its intention not to renew the LoanLetter of Credit on the next Annual Renewal Date.
8.03. In the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, which in the amount stated above, on or before thirty (30) days prior to the next Annual Renewal Date, Landlord shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with any directions and requestspermitted, which may be given by the Bank upon two (2) days written notice to the Borrower, and do all such acts, deeds and things which may be so requiredTenant, to perfect draw upon the Letter of Credit and treat the proceeds thereof as a cash Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/Deposit and apply same to any Governmental Authority, including without limitation under the provisions default of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being created.Tenant or for any purpose authorized by Section 8.01(a)
Appears in 1 contract
Sources: Lease (Kasper a S L LTD)
Security. The Borrower/s shall create/cause to be created such security on such assets /property more fully specified in Upon the Schedule-II (including any account/s and/or receivables termination of the Borrower/s and / 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 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 other person/s acceptable 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 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 DocumentsGuarantor. Such security HPT 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 entitled to such creation draw upon any Satisfactory Letter of security / furnishing of guarantee/s Credit delivered to the satisfaction of the Bank.
it (a) shall not be discharged by intermediate payment by for the Borrower/s or full amount thereof if at any settlement time there is less than thirty (30) days until the expiry date of account by the Borrower/ssuch Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall be not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in addition a material way, 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 and not in derogation of any other security which the Bank at any time hold in respect of the Borrower/s’ duesHPT; or (c) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations under this Guaranty in accordance with the terms hereof. HPT shall be available entitled to apply any cash collateral held by it or the Collateral Agent to the Bank until all accounts between the Bank and the Borrower/s in respect overdue obligations of the Facility/loan are ultimately settledGuarantor hereunder in such order and at such times as HPT may determine in its sole judgment. If Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the security which the Borrower/s may furnish Guarantor’s risk, in interest bearing investments reasonably acceptable to the Bank is found to be insufficient / incorrect in valueGuarantor. Any interest on such cash collateral, 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 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 Bank, of such value, any losses in such form and in such mannerinvestments, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right belong to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdIHG.
Appears in 1 contract
Sources: Consolidated Guaranty Agreement (Hospitality Properties Trust)
Security. The Borrower/s (a) Prior to the Commencement Date, Sub-Subtenant shall create/cause deposit with Sub-Sublandlord $148,727.25 which sum shall be held by Sub-Sublandlord as security ("Security Deposit") for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Sub-Sublease to be created such security on such assets /property more fully specified in kept and performed by Sub-Subtenant. If Sub-Subtenant defaults with respect to any provisions of this Sub-Sublease, including, but not limited to, the Scheduleprovisions relating to the payment of rent, Sub-II Sublandlord may (including but shall not be required to) use, apply or retain all or any account/s and/or receivables part of this Security Deposit for the Borrower/s and / payment of any rent or any other person/s acceptable sum in default, or for the payment of any other amount which Sub- Sublandlord may spend or become obligated to spend by reason of Sub-Subtenant's default or to compensate Sub-Sublandlord for any loss or damage which Sub-Sublandlord may suffer by reason of Sub-Subtenant's default. If any portion of the Security Deposit is to used or applied, Sub-Subtenant shall, within ten (10) days after demand therefore, deposit cash with Sub-Sublandlord in an amount sufficient to restore the Security Deposit to its original amount and Sub-Subtenant's failure to do so shall be a material breach of this Lease. Sub-Sublandlord shall not be required to keep this Security Deposit separate from its general funds, and Sub-Subtenant shall not be entitled to interest on such Security Deposit. If Sub-Subtenant shall fully and faithfully perform every provision of this Sub-Sublease to be performed by it, the Security Deposit or any balance thereof (less any claims by Sub-Sublandlord) shall be returned to Sub-Subtenant (or, at Sub-Sublandlord's option, to the Bank)last assignee of Sub-Subtenant's interest hereunder) within two (2) weeks after the expiration of this Sub-Sublease and after Sub-Subtenant or its last assignee has vacated the Sub-Subleased Premises; provided, and/or cause such guarantee/s to be furnishedhowever, as may be considered appropriate by the Bank, in favour if any portion of the Bank, in a form and manner satisfactory Security Deposit is applied to repair damages to the BankSub-Subleased Premises caused by Sub-Subtenant or Sub-Subtenant's agents or to clean the Sub-Subleased Premises, as security for payment / repayment then the balance 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 Security Deposit shall be created / guarantee/s furnished within such period returned to Sub-Subtenant (or, at Sub-Sublandlord's option to the last assignee of Sub-Subtenant's interest hereunder) no later than thirty (30) days from the date Sub-Sublandlord receives possession of the Sub-Subleased Premises. Sub-Subtenant shall not transfer or encumber the Security Deposit nor shall Sub-Sublandlord be bound by Sub-Subtenant's attempt to do so. Should Sub-Sublandlord sell its interest in the Sub-Subleased Premises during the Term hereof and if Sub-Sublandlord deposits with the purchaser there the then unappropriated funds deposited by Sub-Subtenant as may aforesaid, thereupon Sub-Sublandlord shall be required by the Bank and the Borrower/s shall comply discharged from any further liability with all formalities in relation respect to such creation of security / furnishing of guarantee/s to the satisfaction of the BankSecurity Deposit.
(ab) As additional security for the performance of every provision of this Sub-Sublease to be performed by Sub-Subtenant, Sub-Subtenant shall deposit with Sub-Sublandlord concurrently with Sub-Subtenant's execution and delivery of this Sub-Sublease an unconditional, irrevocable sight draft letter of credit in the principal amount of $148,727.25 ("Letter of Credit"), in form and content acceptable to Sub-Sublandlord (including, without limitation, a provision that any termination or cancellation thereof not be discharged effective until at least ten (10) days after delivery of written notice to Sub-Sublandlord of such termination or cancellation) and drawn on a commercial lender acceptable to Sub-Sublandlord, having a term equal to (or being automatically renewable to) July 1, 2003. Upon a default 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 Sub-Subtenant under this Sub-Sublease, without waiver of any other security which the Bank rights that Sub-Sublandlord may have under this Sub-Sublease or at any time hold law or 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 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 equity as declared by 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 Bank, a result of such valuedefault, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank Sub-Sublandlord shall also have the right to stipulate draw upon the Letter of Credit an amount necessary to cure such default, either prior to, concurrently with or after Sub-Sublandlord's application of all or any other portion of the Security Deposit, for payment of any sums as provided in this Section 5 with respect to the application of the Security Deposit. If all or any portion of the Letter of Credit is drawn upon by Sub-Sublandlord hereunder, Sub-Subtenant shall, within ten (10) days after written demand therefore, restore the Letter of Credit to its original amount (or if drawn upon in full, deliver to Sub-Sublandlord a replacement Letter of Credit), and further terms and conditions that it may deem fit Sub-Subtenant's failure to do so shall constitute a default by Sub-Subtenant under this Sub-Sublease. In addition, the failure at any time prior by Sub-Subtenant to or after keep the grant Letter of the Loan, which Credit in full force and effect as required hereunder 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 constitute a default by the Bank to the Borrower, and do all such acts, deeds and things which may be so required, to perfect the Security created Sub-Subtenant under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdSub-Sublease.
Appears in 1 contract
Sources: Sub Sublease (Preview Systems Inc)
Security. The Borrower/s shall create/cause to be created such Tenant has deposited with Owner the sum of Thirty Five Thousand Three Hundred Seventeen Dollars ($35,317) as security on such assets /property more fully specified for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease; it is agreed that in the Schedule-II (including event Tenant defaults in respect of any account/s and/or receivables of the Borrower/s terms, provisions and / conditions of this Lease, including, but not limited to, the payment of rent and additional rent. Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other person/s acceptable sum as to the Bank), and/or cause such guarantee/s to be furnished, as which Tenant is in default or for any sum which Owner may expand or may be considered appropriate required to expend by the Bank, reason of Tenant's default in favour respect of any of the Bankterms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in a form and manner satisfactory to the Bank, as security for payment / repayment reletting of the loan/Facility together premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the event that Tenant shall fully and faithfully comply with all interestof the terms, costsprovisions, chargescovenants and conditions of this Lease, 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 returned to Tenant after the date fixed 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 end of the Bank.
(a) shall not be discharged by intermediate payment by Lease and after delivery of entire possession of the Borrower/s Demised Premises to Owner. In the event of a safe of the land and Building or any settlement leasing of account by the Borrower/s; (b) shall be in addition to and not in derogation Building, of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) Demised Premises form a part, Owner 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 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 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 Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other transfer the security to vendee or lessee and Owner shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further terms and conditions covenants that it may deem fit at any time prior will not assign or encumber or attempt to assign or after encumber the grant of the Loan, which monies deposited herein as security and that neither Owner nor its successors or assigns shall be binding on the Borrower. The Borrower agrees and undertakes that the Borrower shall cooperate and comply with bound by any directions and requestssuch assignment, which may be given by the Bank to the Borrowerencumbrance, and do all such acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdattempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Office Lease (Virage Inc)
Security. The Borrower/s shall create/cause Subtenant has deposited with Sublandlord a cash sum equal to be created such security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables one monthly installment 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 BankFixed Rent hereunder, as security for payment / repayment (i) the faithful performance and observance by Subtenant of the loan/Facility together terms, provisions and conditions of this Sublease and (ii) the faithful performance and observance by the applicable subtenants of the terms, provisions and conditions of each of the Combined Leases. It is agreed that in the event Subtenant or the applicable subtenant defaults in respect of any of the terms, provisions and conditions of this Sublease or any of the Combined Leases, including, but not limited to, the payment of Rental, Kindred or Sublandlord or the applicable sublandlord under a Combined Lease may, after notice to Subtenant and the expiration of any applicable grace period provided for in this Sublease or the applicable Combined Lease (as applicable with all interestrespect to such default), costsuse, charges, expenses and all apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Rental or any other monies whatsoever stipulated in sum as to which Subtenant or payable the subtenant under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as applicable Combined Lease is in default or for any sum which Sublandlord or the relevant sublandlord may expend or may be required to expend by reason of Subtenant's or the Bank applicable subtenant's default in respect of any of the terms, covenants and conditions of this Sublease or any of the Borrower/s Combined Lease, including but not limited to, any damages or deficiency in the reletting of the Premises or the facility under this Sublease or the applicable Combined Lease, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Sublandlord or the sublandlord under the applicable Combined Lease. In any such event, Subtenant shall promptly on demand deposit with Sublandlord so much of the security as shall have been so expended so that Sublandlord shall at all times have the full security deposit required hereunder. In the event that (a) Subtenant shall fully and faithfully comply with all formalities in relation to such creation of security / furnishing of guarantee/s to the satisfaction of the Bank.
terms, provisions, covenants and conditions of this Sublease, (ab) the applicable subtenants of each of the Combined Leases shall fully and faithfully comply with the terms, provisions and conditions of such Combined Leases and (c) Subtenant has delivered possession of the Premises to Sublandlord upon expiration of the term hereof and otherwise in accordance with the provisions hereof, then the security (less any portion thereof which Sublandlord is entitled to retain) shall be returned to Subtenant. Sublandlord shall hold such security and shall not be discharged by intermediate payment by the Borrower/s or any settlement of required to 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 Subtenant with 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 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 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 and shall not be required to time in favour of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bankpay any interest thereon. The Bank Sublandlord shall also have the right to stipulate commingle such security with any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdfunds.
Appears in 1 contract
Sources: Operations Transfer Agreement (Kindred Healthcare Inc)
Security. The Borrower/s Tenant, simultaneously herewith, shall create/cause to be created such security on such assets /property more fully specified deposit with Landlord a letter of credit in the Schedule-II (including any account/s and/or receivables amount of $219,484.02 as security for the full and punctual performance by Tenant of all of the Borrower/s terms and / conditions of this Lease (such letter of credit and/or any funds drawn by Landlord thereunder, together with any interest earned on any such drawn funds, if any, being herein called the “Security Deposit”). In respect thereof, the following provisions shall apply:
(a) If Tenant defaults hereunder (beyond the expiration of any applicable grace or cure periods), Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other person/s sum(s) as to which Tenant is in default or for any sum(s) which Landlord may expend or may be required to expend by reason of Tenant’s default pursuant hereto, including any damages or deficiency with respect to the reletting of the Premises, whether accruing before or after summary proceedings or other re-entry by Landlord (and if the Security Deposit is a letter of credit, Landlord may draw the full amount thereof, holding the balance, following application or retention as provided above, as Landlord is required to hold a cash Security Deposit under this Section 11.6). In the case of every such use, application or retention, Tenant shall, within ten (10) Business Days after demand, pay to Landlord the sum so used, applied or retained such that the Security Deposit shall be replenished to its former amount.
(b) The Security Deposit (or portion thereof to which Tenant is entitled) shall be returned or paid over to Tenant within thirty (30) days after the expiration or termination of this Lease and (i) Tenant’s surrender of the entire Premises to Landlord and (ii) Tenant’s compliance with all of the terms, conditions and covenants in the Lease including payment of all Fixed Rent and Additional Charges, and accrued but unpaid late charges.
(c) In the event of a sale or lease of the Building (or the portion thereof containing the Premises), Landlord shall have the right to transfer the security to the vendee or lessee, and if so transferred, Landlord shall ipso facto be released by Tenant from all liability for the return of such security and Tenant agrees to look solely to the new landlord for the return thereof upon notice to Tenant of such transfer. Except in connection with a permitted assignment of this Lease, Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited as security and Landlord shall not be bound by any such assignment, encumbrance or attempted assignment or encumbrance.
(d) Any letter of credit furnished by Tenant under this Section 11.6 shall be issued by a reputable banking institution having an office in New Jersey, and shall be presentable for payment at an office of such institution located in New Jersey. Tenant shall deliver to Landlord at least sixty (60) days prior to the expiration of the letter of credit a replacement letter of credit issued by the same financial institution as issued the expiring letter of credit (or such other reputable banking institution as is acceptable to the BankLandlord), in the same form as the expiring letter of credit (or in such other form as is acceptable to Landlord). If Tenant fails to timely deliver any such replacement letter of credit, such failure shall, without the need for any additional notice from Landlord, constitute an Event of Default under this Lease, and Landlord shall be entitled to draw the full amount of such letter of credit and to hold and/or cause use such guarantee/s drawn funds as a cash Security Deposit hereunder. The letter of credit shall be irrevocable, shall name Landlord and any successor-in-interest of Landlord as beneficiary, shall be unconditional except as to require a sight draft drawn on the issuing bank to be furnished, as may be considered appropriate tendered by the Bankbeneficiary, and shall otherwise be in favour of the Bank, in a such 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 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 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 DocumentsLandlord. The Borrower term “letter of credit” shall furnish mean the original letter of credit delivered to Landlord and create such security from time each replacement thereof delivered to time in favour Landlord during the Term of or for the benefit of the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of 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 acts, deeds and things which may be so required, to perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any Governmental Authority, including without limitation under the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as applicable to the relevant state in India where the Property is situated and/or the Security is being createdLease.
Appears in 1 contract
Sources: Lease Agreement (Insmed Inc)