Security. a) In consideration of the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower. b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender. d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Loan Agreement
Security. a(A) In consideration Tenant shall deposit with Landlord the sum of $21,375.00 upon execution of the Lender granting the Loan and Lease as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour performance of the Lender over the assets as set out in Schedule 5 herein Tenant’s obligations under this Lease (hereinafter collectively referred to as the “SecurityDeposit”). The Borrower Deposit shall be placed in a non-interest bearing account. Tenant hereby acknowledges and / agrees that Landlord may commingle the Deposit with any other funds or accounts of Landlord and/or security deposits and rent deposits of other tenants at the Guarantor hereby authorizes the Lender to create charge over the said assets in favour Shopping Center.
(B) Landlord may apply all or any part of the Lender Deposit to cure any default by registering of charges with various authorities, Tenant hereunder 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 to pay any monies that Landlord may expend or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required to expend by reason of Tenant’s default without limiting any other right or remedy that Landlord may have pursuant to this Lease or as otherwise provided by law. If Landlord applies any part of the Lender in this regardDeposit to cure any default of Tenant, Tenant shall on demand deposit with Landlord the amount so applied, so that Landlord shall have a full Deposit on hand at all times during the Term and any Option Term. In the Borrower and/or event that the Guarantor(s) hereby agrees Premises is sold or conveyed to provide a third party, Landlord shall transfer and deliver the additional security within Deposit to the time period as stated by transferee of the LenderPremises and shall notify Tenant thereof and, thereupon, Landlord shall be discharged from any further liability relating to the Deposit.
d(C) The liability If Tenant shall fully perform each provision of this Lease through the first 11 months of the Borrower first Lease Year, Landlord shall deduct the sum of $5,343.75 from the Deposit and apply it to the Guarantor(s) monthly installment of Fixed Rent that shall become due and payable on the first day of the last month of the first Lease Year and, thereafter, Tenant shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or required only 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same maintain a Deposit in the name amount of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a$16,031.
Appears in 1 contract
Security. a) In consideration The Indenture creates the legally valid, binding and irrevocable lien on and pledge of the Lender granting Revenues and the Loan Pledged Funds to secure the Reimbursement Obligations. Each of the Agreement and the Indenture creates the legally valid, binding and irrevocable lien on and pledge of the Revenues and the Pledged Funds to secure the Obligations (other than the Reimbursement Obligations) and the portion of each Bank Note evidencing and securing Obligations (other than the Reimbursement Obligations). There is no Lien on the Revenues and the PI edged F unds other than the L i ens created by or pursuant to the I ndenture and this Agreement. The Indenture does not permit the issuance of any Debt secured by the Revenues to rank senior to lien on Revenues securing the Reimbursement Obligations, other than Senior Lien Debt issued under the Indenture. The payment of the Reimbursement Obligations ranks on a parity with the payment of pri nci pal of and i nterest on Parity Debt, i s not subordi nate to the payment of any Secured Debt secured by a Lien on the Sales Tax Revenues or the Pledged F unds or any other cl ai m other than payments wi th respect to the pri nci pal of and i nterest on the Senior Lien Debt, and is prior as a security for against all other Persons having claims of any kind in tort, contract or otherwise, whether or not such Persons have notice of the sameLien. No filing, registering, recording or publication of the Indenture or any other instrument is required to establish the pledge under the Indenture or to perfect, protect or maintain the Lien created thereby on the Revenues and the Pledged Funds to secure each Bank Note and the Obligations. Under the terms of the Indenture, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour Revenues cannot secure any Debt of the Lender over Authority other than Senior Lien Debt, the assets as set out in Schedule 5 herein (hereinafter collectively referred to as Bank Notes, Parity Debt, the “Security”)Obligations and Subordinate Obligations. The Borrower Revenues are not and / or shall not be pledged to secure the Guarantor hereby authorizes the Lender to create charge over the said assets in favour payment of any obligations of the Lender by registering of charges with various authorities, Authority other than the foregoing. Each Bank Note will be duly issued and the cost incurred by the Lender for creation portion of such charges Bank Note evidencing and securing Reimbursement Obligations shall constitute Parity Debt under the I ndenture and wi II be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount entitled to the loan account of the Borrowerbenefits thereof.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Revolving Credit Agreement
Security. a(i) In consideration This Agreement shall not be assigned by the JVC. Provided however that Lenders may be given a right of substitution by execution of the Lender granting Substitution Agreement. Provided further that at any given time, the Loan AAI 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 Lenders shall be free to modify the composition of the consortium of Lenders. It is further expressly clarified that lenders that provide financing for Non-Transfer Assets shall not be given any right of step-in.
(ii) The JVC 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 and benefits under this Agreement or any Project Agreements or the Transfer Assets. In this respect, the JVC shall clearly demarcate and distinguish, in the Master Plan, Transfer Assets and Non-Transfer Assets. Provided further, any Encumbrance on the Non-Transfer Assets shall be subject to the land usage restrictions set forth in the Master Plan and this Agreement. Provided however that notwithstanding the foregoing, the JVC shall within 60 days of the Effective Date create the first mortgage on all the Transfer Assets (present and future) in favour of AAI as a security for payment of amounts due from JVC to AAI under this Agreement.
(iii) Lenders may exercise the samerights of step in or substitution as provided in the Substitution Agreement provided that the person substituting the JVC shall be deemed to be the JVC under this Agreement and shall enjoy all rights and be responsible for all obligations under this Agreement as if it were the JVC.
(iv) Notwithstanding anything to the contrary contained in this Agreement, it is clarified that AAI may assign any of its rights and benefits and / or obligations under this Agreement with 30 days prior written notice to the Borrower and/or JVC.
(v) It is clarified that for the Guarantor(s) hereby agree(s) to purpose of securing its borrowings for the purpose of the Airport, JVC may encumber any assets including Non-Transfer Assets, that it is not prohibited from encumbering under the foregoing sections of this Article 13.
1. Provided however that the JVC may create security a charge over its Revenue in favour of the Lender over escrow agent appointed under the assets terms of the Escrow Agreement, to be disbursed by such escrow agent as set out provided in Schedule 5 herein (hereinafter collectively referred the Escrow Agreement. AAI has the right to as require the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender JVC to create a charge over the said assets its Revenue in favour of the Lender escrow agent (to be held by registering such escrow agent for and on behalf of charges with various authorities, the Lenders and the cost incurred by AAI) appointed under 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 terms of the charge and Escrow Agreement, to be disbursed by such escrow agent as provided in the event Escrow Agreement.
(vi) The JVC shall not create an Encumbrance or title defect over the Airport Site land, Transfer Assets and any of not remitting the sameunderlying lands corresponding to the Transfer or Non-Transfer Assets. Provided however, the Lender may debit such amount JVC shall have the right to create an Encumbrance over the Non-Transfer Assets (other than underlying land).
(vii) Notwithstanding anything contained to the loan account contrary in this Agreement, any (i) shareholder in the JVC (including for the avoidance of doubt any Prime Member) may create an Encumbrance over the shares of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) JVC in favour of Lenders, as per 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 terms and the Guarantor(s) hereby agree that, the Lender shall have right of lien over all the assets conditions of the Borrower and Financing Documents.. Provided however, upon invocation of the Guarantor(s) for said Encumbrance the Loan availed Lenders shall necessarily transfer the said shares in the JVC to such third party/ies as selected by the Borrower either Lenders (and approved by AAI) using the following criteria:
(a) the third party shall be capable of ensuring discharge by JVC of its duties, obligations and liabilities under this Agreement or under any other agreement or financial assistance availed by Agreement;
(b) the Borrower from the Lender. The Borrower and Guarantor(s) hereby agree that they third party shall not in any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted provide security/ comfort to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid satisfaction of Lenders for repayment by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case JVC of debit, such amount shall be payable by the 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 payable together with interest @36% p.atheir dues;
Appears in 1 contract
Security. a) In consideration Contemporaneously with the execution of the Lender granting the Loan and as this Sublease, Subtenant shall deliver to Sublandlord a security for deposit equal to ($[43,290.00]) which is calculated based on three (3) months rent on the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein Phase I Sublease Premises (hereinafter collectively referred to as the “SecuritySecurity Deposit”). The Borrower If Subtenant defaults in the performance of its obligations, covenants and / conditions under this Sublease, beyond any applicable notice and grace periods, including without limitation (a) Subtenant’s obligation to remove any subtenant improvements if required by this Sublease, or (b) Subtenant’s obligation to reimburse Sublandlord for any costs incurred under Section 10.2 of this Sublease, Sublandlord may use the Guarantor hereby authorizes Security Deposit, or any portion of it, to cure the Lender default or to create charge over the said assets in favour compensate Sublandlord for all damage sustained by Sublandlord resulting from Subtenant’s default. If any of the Lender by registering Security Deposit is so used, Subtenant shall deposit cash with Sublandlord in an amount sufficient to restore the Security Deposit to the full amount stated above within ten (10) business days after Sublandlord has demanded such replenishment. Sublandlord shall return the Security Deposit (or such portion thereof as remains), less any amounts necessary to cure outstanding defaults, to Subtenant within thirty (30) days after expiration or termination of charges this Sublease subject to the conditions that Subtenant has surrendered possession of the Sublease Premises to Sublandlord free of any subtenants or other persons claiming possession or right to occupy the Sublease Premises. Sublandlord may commingle the Security Deposit with various authorities, Sublandlord’s general and the cost incurred by the Lender for creation of such charges shall be borne by the Borrower other funds and shall not be paid by required to pay interest on the Borrower upfront or at the time of registration Security Deposit. The use of the charge and Security Deposit by Sublandlord in the event of manner stated above shall not remitting the same, the Lender may debit such amount limit or restrict Sublandlord from exercising any other rights or remedies provided to the loan account of the Borrower.
b) The Security provided Sublandlord under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Sublease or under any other agreement law or financial assistance availed by the Borrower from the Lender. The Borrower and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of the Lenderequity if Subtenant defaults.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Sublease Agreement
Security. a) In consideration Tenant, simultaneously with the Commencement Date, has deposited with Landlord the sum of $35,000.00, the Lender granting the Loan and receipt of which is hereby acknowledged (checks subject to collection), which sum shall be retained by Landlord as a security for the samepayment 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 Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour payment of the Lender over rent and any other sum payable by Tenant under this Lease, and/or toward the assets as set out in Schedule 5 performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto and Tenant shall remain I liable for any amounts that such sum shall be 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 deemed to require Landlord to do so. In the event this deposit shall not be utilized for any of such purposes, then such deposit shall be returned by Landlord to Tenant within fifteen (hereinafter collectively referred to as 15) days after the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour expiration of the Lender term of this Lease or any extension hereof, less an amount, if any, determined by registering Landlord to be reasonably necessary for the fulfillment of charges with various authoritiesTenant's obligations that survive the term of this Lease, and the cost incurred by the Lender for creation which amount shall be immediately returned to Tenant upon fulfillment of such charges obligations. Promptly, upon demand by Landlord, Tenant 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together deposit with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Landlord such additional security in such manner and form sum as may be necessary to replace any amounts expended therefrom by Landlord pursuant to the provisions hereof, 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 Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional pay Tenant any interest on said security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Lenderdeposit. The Borrower and Guarantor(s) hereby agree that they shall not security may be in any waythe form of an irrevocable, dispose off their assets without the prior written consent unconditional letter of the Lender.
f) The Borrower shall strive credit pursuant to insure the assets mentioned under Schedule 5 Section 21.19 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aLease.
Appears in 1 contract
Sources: Lease Agreement (Revenge Marine Inc)
Security. (a) In consideration of the Lender granting the Loan and as a As security for the sameprompt payment and performance of all Secured Obligations of Borrower, Borrower has heretofore granted and assigned or shall grant and assign, in accordance with the provisions of the Collateral Documents applicable to Borrower, to the Collateral Agent for the benefit of the Secured Creditors with respect to all of Borrower’s Secured Obligations, all of its right, title and interest in and to all of the Collateral. Additionally, all Secured Obligations shall be guaranteed by each Guarantor under the Guarantee and Collateral Agreement and the Operating Bank Guaranty, to the extent provided therein, and the obligations of the Guarantors under the Guarantee and Collateral Agreement shall be secured pursuant to the terms of the Collateral Documents required to be executed and delivered by them hereunder. Upon the effective date of the sale of all of the stock owned by Borrower or any Subsidiary of, or the effective date of the sale of all of the assets of, any Guarantor permitted hereunder, such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement.
(b) Upon the application by the Borrower or any Subsidiary of any Reinvestment Proceeds to the acquisition of any new property or assets, the Borrower and/or the Guarantor(s) hereby agree(s) or such Subsidiary at its expense shall immediately cause such acquired property or assets to create become subject to Liens and security interests in favour favor of the Lender over Collateral Agent to secure the assets as set out in Schedule 5 herein (hereinafter collectively referred Secured Obligations to the same extent, and with the same priority, as the “Security”). The Borrower Liens and / security interests which covered or extended to the Guarantor hereby authorizes property or assets the Lender disposition of which gave rise to create charge over the said assets in favour such Reinvestment Proceeds, provided, however, that if any portion of the Lender by registering of charges with various authorities, and gross proceeds realized upon the cost incurred by the Lender for creation disposition of such charges asset were applied to discharge any Debt or other obligations secured by a Lien on such assets which was prior to the Liens granted under the Collateral Documents, then there shall not be borne by permitted to be any Lien on the Borrower and shall be paid by replacement property, other than Liens under the Borrower upfront or at the time of registration Collateral Documents, except for Liens permitted pursuant to clause (iv) of the charge and definition of "Permitted Liens" in connection with the event acquisition of such replacement assets, provided that such Liens do not remitting secure Debt or other obligations in an amount in excess of the same, the Lender may debit such amount Debt or other obligations discharged with respect to the loan account asset disposed of the Borrower.
b) The Security provided under this Agreement shall (except for acquisitions of individual items of replacement exercise equipment which may be for repayment of the Loan together subject to purchase money financing on customary terms in accordance with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability practices of the Borrower and its Subsidiaries, and except that, with respect to dispositions of not more than three health clubs after the Guarantor(sOriginal Closing Date on which the Collateral Agent held Liens of second priority, the Debt and other obligations secured by Liens on the replacement property having priority over the Liens under the Collateral Documents may exceed the amount of the Debt or other obligations with respect to the assets disposed of by not more than (i) $3,000,000 with respect to any such replacement property or (ii) $7,000,000 for all such replacement properties). Upon any such acquisition, such acquired property or assets shall be joint deemed to constitute Collateral for all purposes of this Agreement and severalthe Collateral Documents, notwithstanding that any Security or Securities comprised in any instrument(s) collateral documents executed or to be executed and delivered by the Borrower and/or or any of its Subsidiaries to grant the Guarantor(s) in favour liens and security interests required by this Section shall be deemed to be Collateral Documents for all purposes of this Agreement and the other Credit Documents, and any such application of Reinvestment Proceeds and acquisition of such property or assets shall be deemed a representation and warranty that, as of the Lender shalldate of such acquisition, 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 all representations and warranties contained in this Agreement and the Guarantor(s) hereby agree that, the Lender shall have right of lien over Collateral Documents applicable to such Collateral are true and correct in 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 any way, dispose off their assets without the prior written consent of the Lendermaterial respects.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Credit Agreement (Bally Total Fitness Holding Corp)
Security. a) In consideration DEPOSIT Tenant has deposited with Landlord the sum of the Lender granting the Loan Thirteen Thousand One Hundred Eighty Nine Dollars and 54/l00ths ($13,189.54). Said sum shall be held by Landlord as a security for the same, the Borrower and/or the Guarantor(sfaithful performance by Tenant of all of Tenant's obligations hereunder. Ten Thousand Dollars ($10,000.00) hereby agree(s) to create security in favour of the Lender over the assets as deposit 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 forth above shall be borne by the Borrower and held in an interest bearing account. All interest earned from said $10,000.00 shall be paid to Tenant by the Borrower upfront or Landlord at the time of registration end of the charge lease term. 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 deposit for the payment of any rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the deposit is so used or applied, Tenant shall, upon demand, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general f unds, and in the event Tenant shall not be entitled to interest on such deposit, except for as provided above. If Tenant shall fully and faithfully perform all of not remitting the sameits obligations under this Lease, the Lender may debit such amount security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the loan account last assignee of Tenant's interest hereunder) at the expiration of the BorrowerLease term, provided that Landlord may retain the security deposit until such time as any amount due from Tenant in accordance with Article 4 hereof has been determined and paid in full.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Office Building Lease (Ayurcore Inc)
Security. a) In consideration of the Lender granting the Loan and as a As security for the samedue and punctual repayment of the Facility and the payment of interest thereon and of all other sums of money whatsoever from time to time due and owing from the Borrowers to the Lender 8 Table of Contents hereunder, the Borrower and/or Lender shall receive the Guarantor(sfollowing security documents in form and substance satisfactory to the Lender at the time specified by the Lender or otherwise as required by the Lender:
(a) hereby agree(s) to create security the Holding Guarantee duly executed by the Holding Guarantor in favour of the Lender over the assets as set out in Schedule 5 herein Lender;
(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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest a first priority assignment, pledge and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lendercharge, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be duly executed by the Borrower and/or C and each Relevant Owner (as the Guarantor(scase may be) in favour of the Lender shallLender, at assigning, pledging and charging any monies from time to time standing to 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 credit of each Pledged Account 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same each Earnings Account opened in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited C or credited such Relevant Owner (as the case may be be);
(c) a Collateral Owner’s Guarantee duly executed by each Collateral Owner in favour of the Lender;
(d) in relation to each Relevant Ship: a first priority assignment of the loan account, and rights of each relevant Owner under the relevant Contract duly executed by such Relevant Owner in case favour of debitthe Lender together with respective notices thereof;
(e) in relation to each Relevant Ship: a first priority assignment of the rights of each Relevant Owner in the relevant Refund Guarantee duly executed by such Relevant Owner in favour of the Lender together with respective notices thereof;
(f) in relation to each Relevant Ship: an acknowledgement of the notice of assignment relating to each relevant Contract duly executed by the relevant Builder, such amount shall acknowledgement to be payable received within thirty (30) Business Days after the relevant Drawdown Date;
(g) in relation to each Relevant Ship: an acknowledgement of the notice of assignment relating to each relevant Refund Guarantee duly executed by the Borrower relevant Refund Guarantor, such acknowledgement to be received within 7 days thirty (30) Business Days after the relevant Drawdown Date;
(h) in relation to each Delivered Ship on the Delivery Date of receipt such Ship a first preferred mortgage or, as the case may be, a first priority mortgage and deed of notice from covenants collateral thereto, duly executed by the Relevant Owner in favour of the Lender and duly recorded with the appropriate authorities of the relevant Flag State;
(i) in relation to each Delivered Ship on the event Delivery Date of failure such Ship a first priority deed of assignment relative to pay the amount within Earnings, Insurances and Requisition Compensation of that Ship duly executed by the stipulated timeRelevant Owner in favour of the Lender;
(j) in relation to each Delivered Ship, then on the Delivery Date of such amount is payable together with interest @36% p.aShip the notices of assignment of the Earnings and the Insurances in respect of that Ship duly signed by the Relevant Owner; and
(k) in relation to each Delivered Ship, on the Delivery Date of such Ship a letter of undertaking including, where appropriate, an assignment of any obligatory Insurances, duly executed by the Manager in favour of the Lender.
Appears in 1 contract
Security. a) In consideration A. Tenant shall deposit with Landlord on the signing of this Lease, an unconditional, irrevocable letter of credit effective through September 30, 2011 in form and substance reasonably acceptable to Landlord and from such New York clearing-house bank reasonably acceptable to Landlord, which letter of credit shall be in the Lender granting amount of $875,000 (the Loan and as a security for amount required to be posted by Tenant at any time during the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour Term of the Lender over the assets as set out in Schedule 5 herein (this Lease being hereinafter collectively referred to as the “Security”"Required Amount") payable at the demand of Landlord without any accompanying certification (such letter of credit and any renewal thereof is hereinafter referred to as the "Letter of Credit"). The Borrower Provided that no Event of Default, or event which with the giving of notice or passage of time would constitute an Event of Default, exists and / or is continuing, (i) at the Guarantor hereby authorizes the Lender to create charge over the said assets in favour end of the Lender by registering third (3rd) anniversary of charges with various authoritiesthe Fixed Rent Commencement Date, the Required Amount shall be reduced to $700,000, and (ii) at the cost incurred by end of the Lender for creation tenth (10) anniversary of such charges the Fixed Rent Commencement Date, the Required Amount shall be borne reduced to $500,000 and Tenant may substitute a Letter of Credit in the applicable reduced amount for the Letter of Credit then being held by Landlord. Failure by Tenant to maintain the Borrower Letter of Credit in full force and effect throughout the Term as required hereunder shall be paid by the Borrower upfront or at the time constitute an Event of registration of the charge and Default under this Lease.
B. Tenant agrees that in the event Tenant is in default beyond any applicable notice and grace period (if any) in respect of not remitting any of the sameterms, provisions and conditions of this Lease, including, without limitation, the Lender payment of Fixed Rent, Percentage Rent, additional rent or any other item of Rental, or if Landlord is on notice that the Letter of Credit shall be terminated, Landlord may debit draw the entire proceeds of the Letter of Credit and apply the whole or any part of such amount proceeds to the loan account extent required for the payment of the Borrower.
b) The Security provided under this Agreement shall be any such Fixed Rent, Percentage Rent, additional rent or any other item of Rental as to which Tenant is in default, or for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security sum which Landlord may expend 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 additional security in such manner and form as may be required to expend by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated reasons of such default by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aTena▇▇,
Appears in 1 contract
Security. (a) In consideration of On the Lender granting Issue Date, the Loan Company shall purchase, and at all times, subject to the Pledge Agreement, pledge to the Trustee the Pledged Securities as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour benefit of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Holders. The Borrower Pledged Securities must be in such amount as will be sufficient upon receipt of scheduled interest on and / or principal payments of such Pledged Securities, in the Guarantor hereby authorizes opinion of a nationally recognized firm of independent public accountants selected by the Lender Company, to create charge over the said assets provide for payment in favour full of the Lender by registering of charges with various authorities, and first four scheduled interest payments due on the cost incurred Outstanding Notes. The Pledged Securities shall be pledged by the Lender Company to the Trustee for creation the benefit of such charges shall be borne by the Borrower Holders pursuant to the Pledge Agreement and shall be paid held by the Borrower upfront or at Trustee in the time Escrow Account pending disposition pursuant to the Pledge Agreement.
(b) Each Holder, by its acceptance of registration a Note, consents and agrees to the terms of the charge and in the event of not remitting the samePledge Agreement (including, without limitation, the Lender may debit such amount to the loan account provisions providing for foreclosure and release of the Borrower.
bPledged Securities) The Security provided under this Agreement shall be for repayment of as the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lender, which consent same may be given at in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the discretion of Trustee to enter into the Lender.
c) If at any point of timePledge Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company shall do or cause to be done all such acts and things as may be reasonably necessary or proper, 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 additional security in such manner and form or as may be required by the Lender 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 regardIndenture 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 Pledge Agreement to create and maintain, as security for the obligations of the Company under this Indenture and the Borrower and/or Notes, valid and enforceable first priority liens in and on all the Guarantor(sPledged Securities, in favor of the Trustee, superior to and prior to the rights of third Persons and subject to no other Liens.
(c) hereby agrees The release of any Pledged Securities pursuant to provide the additional Pledge Agreement will not be deemed to impair the security within under this Indenture in contravention of the time period as stated 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 TIA Section 314(d) may be made by an officer of the Company, except in cases where TIA Section 314(d) requires that such 101 certificate or opinion be made by an independent Person, which Person shall be an independent appraiser or other expert selected or approved by the LenderCompany in the exercise of reasonable care.
(d) The liability Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Borrower and Lien under the Guarantor(s) shall be joint and severalPledge Agreement, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed complied with. The Trustee may, to the extent permitted by Section 602 hereof, accept as conclusive evidence of compliance with the Borrower and/or foregoing provisions the Guarantor(s) appropriate statements contained 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 lostsuch instruments.
(e) The Borrower Trustee, in its sole discretion 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 any way, dispose off their assets without the prior written consent of the Lender.
fHolders, 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 of the terms of the Pledge Agreement and (ii) collect and receive any an all amounts payable in respect of the obligations of the Company thereunder. The Borrower Trustee shall strive have power to insure institute and to maintain such suits and proceedings as the assets mentioned under Schedule 5 Trustee may deem expedient to preserve or protect its interests and the interests of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same Holders in the name Pledged Securities (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 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 interest of the Borrower and/or Lender at the cost Holders or of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the BorrowerTrustee). The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aARTICLE THIRTEEN
Appears in 1 contract
Sources: Indenture (Pathnet Inc)
Security. a) In consideration Concurrent with its execution of this Lease, Tenant is depositing with Landlord the Lender granting sum of $78,833.32 by check, subject to collection, as the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein deposit under this Lease (hereinafter collectively referred to as the “Security”). The Borrower and / or Landlord shall retain such amount as security for the Guarantor hereby authorizes the Lender to create charge over the said assets in favour faithful performance of all of the Lender by registering terms, covenants and conditions of charges with various authoritiesthis Lease. Landlord shall in no event be obligated to apply the Security to Rent in arrears or damages for Tenant’s default, and although Landlord may so apply 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 Security, at its option. Landlord’s right to bring a special proceeding to recover or at the time of registration otherwise obtain possession of the charge and in the event Leased Premises for non-payment of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be Rent or for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 reason shall not in any way, dispose off their assets without the prior written consent event be affected by reason of the Lender.
f) fact that Landlord holds the Security. The Borrower Security, if not applied toward the payment of Rent in arrears or toward the payment of damages suffered by Landlord by reason of Tenant’s default, shall strive be returned to insure Tenant without interest, when this Lease is terminated, but in no event shall the assets mentioned under Schedule 5 Security be returned until Tenant has vacated the Leased Premises and delivered possession thereof to Landlord in accordance with the terms and provisions of this agreement against Lease, which shall be verified by a walk-through by Landlord to confirm that all equipment is in good working order. If Landlord repossesses the risk Leased Premises, because of fireTenant’s default, burglary Landlord may apply the Security to damages suffered to the date of such repossession and other catastrophymay apply the Security to such damages as may be suffered or shall accrue thereafter by reason of Tenant’s default. In case Except as otherwise required by the Lender insures Laws, Landlord shall not be obligated to keep the same Security as a separate fund and may commingle the Security with its own funds. If Landlord applies the Security in whole or in part, Tenant shall, upon demand by Landlord, deposit sufficient funds to replenish the name Security to the original amount required hereunder. Failure of Tenant to deposit such additional security within five (5) business days of Landlord’s demand therefore shall entitle Landlord to avail itself of the Borrower and/or Lender at the cost remedies provided in this Lease for nonpayment of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid Rent by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aTenant.
Appears in 1 contract
Security. aSection 31.1 Tenant shall deliver to Landlord as the Security Amount, on or before 5:00 p.m. on January 23, 2006, a “clean,” unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”) In consideration in the sum of $693,805.50. Provided that this Lease is then in full force and effect, Tenant shall have the right to reduce the amount of the Lender granting Security Amount to $462,537.00 as of March 15, 2009. Tenant shall have the Loan right to such reduction only by giving notice thereof to Landlord at any time after February 15, 2009. Tenant shall not be entitled to reduce the amount of the Security Amount Letter of Credit if (i) an Event of Default has occurred and is then continuing on the date that Tenant requests such reduction or the date that Landlord exchanges the Letter of Credit for an amended or substituted Letter of Credit to reflect such reduction, or (ii) Landlord theretofore applied all or any portion of the Security Amount deposited hereunder and Tenant shall have failed to provide a substituted or amended Letter of Credit in the full Security Amount as a security required hereunder. If Tenant gives such notice and is entitled to any such reduction in accordance with the terms of this Section 31.1, then Landlord shall permit Tenant, at Tenant’s sole cost and expense, to amend or replace the Letter of Credit to reflect such reduction and, in connection with such amendment or replacement, Landlord shall exchange the Letter of Credit then held by Landlord for the sameamended or replaced Letter of Credit evidencing the reduction in the Security Amount. The Letter of Credit (i) shall be, in all substantial respects, in the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour form of the Lender over the assets Letter of Credit attached to this Lease as set out Exhibit H, or in Schedule 5 herein another form that is reasonably satisfactory to Landlord, (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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(sii) shall be allowed to withdraw any Security or part issued for a term of it provided hereunder except with the prior written consent of the Lendernot less than one (1) year, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s(iii) shall be joint issued for the account of Landlord, (v) shall automatically renew for periods of not less than one (1) year, unless the issuer thereof otherwise advises Landlord on or prior to the sixtieth (60th) day before the applicable expiration date, and several(iv) shall be issued by, notwithstanding and drawn on, a bank that any Security has a Standard & Poor’s rating of at least “AA” (or, if Standard & Poor’s hereafter ceases the publication of ratings for banks, a rating of a reputable rating agency as reasonably designated by Landlord that most closely approximates a Standard & Poor’s rating of “AA” as of the date hereof) and that has an office in New York City at which Landlord can present the Letter of Credit for payment or Securities comprised in any instrument(s) executed or which permits draws under the Letter of Credit to be executed made by Landlord via facsimile transmittal. If an Event of Default occurs and is continuing, then Landlord may, after first notifying Tenant, present the Borrower and/or Letter of Credit for payment and apply the Guarantor(sproceeds thereof (i) in favour to the payment of any Fixed Rent or Additional Rent that then remains unpaid, or (ii) to any damages that Landlord incurs by reason of such Event of Default. If Landlord so applies any part of the Lender proceeds of the Letter of Credit, then Tenant, upon demand, shall provide Landlord with a replacement Letter of Credit (or, if the proceeds applied shall be less than $10,000.00, cash) so that Landlord has the full amount of the Security Amount at all times during the Term. If the issuing bank shall notify Landlord that the term of the Letter of Credit shall not be renewed, Tenant shall, at least thirty (30) days prior to the expiration date of the Letter of Credit (or any replacement Letter of Credit, as the case may be), replace the Letter of Credit with a new Letter of Credit issued in accordance with this Article having an initial expiration date at least one (1) year from the date of the new Letter of Credit. If, for any reason whatsoever other than Landlord’s failure to comply with the requirements of the Letter of Credit, the issuing bank shall fail or refuse to honor any demand, then Tenant shall within five (5) days following notice by Landlord to Tenant of such failure or refusal either, at Landlord’s option (i) deposit with Landlord as the Security Amount a cash sum equal to the amount of the Letter of Credit, or (ii) replace the Letter of Credit with a new Letter of Credit issued in accordance with this Article (having an initial expiration date at least one year from the date of the new Letter of Credit). If Landlord shall transfer its interest in the Building, Tenant shall, at the time when request of the proceedings are taken transferor or transferee, replace or amend the Letter of Credit within ten (10) days following such request, so that the transferee is named as the beneficiary. Any transfer fee or charge imposed by the issuing bank shall be reimbursed to Landlord (or, at Landlord’s option, paid) by Tenant within ten (10) days following Landlord’s request. Landlord shall return to Tenant the Letter of Credit (to the extent not theretofore presented for payment in accordance with the terms hereof) within thirty (30) days after Tenant performs all of the obligations of Tenant hereunder upon the expiration of the Term.
Section 31.2 If all or any portion of the Letter of Credit is drawn down by Landlord in accordance with the provisions of Section 31.1, such proceeds shall be held by Landlord, to the extent unapplied by Landlord in accordance with the provisions of this Article 31, as cash security (to the extent thereof, the “Security Amount”). If there is an Event of Default, Landlord may use all or any portion of such Security Amount to cure such Event of Default or for the payment of any other amount due and payable from Tenant to Landlord in accordance with this Lease. Tenant shall, within ten (10) days following Tenant’s receipt of Landlord’s request, deposit with Landlord cash in an amount sufficient to restore the full amount of the Security Amount (without giving consideration to any interest accrued on the Security Amount). If and to the extent that Landlord is holding any cash as all or part of the Security Amount, Landlord shall maintain all or such portion of the Security Amount in an interest bearing account in a commercial bank located in New York City, and Landlord shall pay any interest earned thereon annually to Tenant, provided that Landlord shall retain one percent (1%) of such Security Amount per annum as an administrative charge. Tenant shall not assign (other than to a permitted assignee of this Lease) or encumber the Security Amount, and no prohibited assignment or encumbrance by Tenant of the Security Amount shall bind Landlord. Landlord shall not be required to exhaust its remedies against Tenant or Security Amount before having recourse to Tenant, Guarantor, if any, the Security Amount or any other security held by Landlord, or before exercising any right or remedy, and recourse by Landlord to any one of them, or the 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 Borrower or Guarantor(s) under others. If Tenant complies with this Lease, the guarantee or other security documents be outstanding or unrealized or lost.
e) The Borrower Security Amount and the Guarantor(s) hereby agree thataccrued and unpaid interest thereon, 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 if any, 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 any waybalance, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by to Tenant promptly after (but in no event later than thirty (30) days after) the Borrower which will be added expiration or sooner termination of the Term and Tenant’s vacating of the Premises in accordance with this Lease. If the Property is sold or leased, Landlord shall, upon notice to Tenant, transfer the Security Amount and any accrued and unpaid interest thereon, if any, or any balance, to the EMI amount payable new purchaser or lessor and Landlord shall thereupon be automatically released by the Borrower, to enable the Lender to cover the insurance Tenant from all liability for the subsequent years. Should there be a difference return of the Security Amount or any interest (and Tenant agrees to look solely to the assignee for the return of the Security Amount or any interest).
Section 31.3 Pursuant to New York General Obligations Law Section 7-103, Tenant acknowledges that the name and address of the organization in the premium payable, the difference amount which any cash Security Amount shall be debited or credited held by Landlord is as follows: J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank (Commercial Real estate Tenant Lease Security Services), 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Tenant shall submit to Landlord a United States Internal Revenue W-9 (Tax Withholding) Form upon the case may be to the loan account, and in case execution of debit, such amount shall be payable by the 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 payable together with interest @36% p.athis Lease.
Appears in 1 contract
Sources: Lease Agreement (Coty Inc /)
Security. (a) In consideration Tenant has, simultaneously with the execution hereof, deposited with Landlord the Security for the faithful performance and observance by Tenant of the Lender granting terms, covenants, conditions and provisions of this Lease. Landlord may retain, use, or apply the Loan 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 as 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 security 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 component thereof.
(b) 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 required to keep the Security in an interest bearing account. Upon expiration or earlier termination of the Lease, Landlord will return the Security to the then current Tenant and Landlord shall be deemed released by Tenant from all liability for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour return of the Lender over Security. If any part of Landlord’s property of which the assets as set out in Schedule 5 herein Premises forms a part is sold, leased or otherwise legally transferred (hereinafter collectively referred including to as a mortgagee upon foreclosure of its mortgage), Landlord shall transfer the “Security”). The Borrower and / or Security to the Guarantor hereby authorizes successor entity, and, upon notice of such transfer, Landlord shall be deemed released by Tenant from all liability for the Lender to create charge over the said assets in favour return of the Lender by registering of charges with various authorities, Security; and Tenant shall look solely to the cost incurred by Landlord’s successor for 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 return of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the BorrowerSecurity.
b(d) The Security provided under this Agreement shall not be mortgaged, assigned, or encumbered by Tenant, and neither Landlord nor its successors or assigns shall be for repayment bound by any such mortgage, assignment or encumbrance.
(e) If Tenant fully and faithfully complies with all of the Loan together terms, covenants, conditions and provisions of this Lease, Landlord shall, within sixty (60) days after the later of the Expiration Date and the date of surrender of possession of the Premises to Landlord in accordance with this Lease, return to Tenant the interest and other obligations herein. At Security, or such portion thereof as shall then remain, less an estimated amount due for any unpaid Operating Expense Payment and/or Tax Payment.
(f) If no point Event of time Default remains uncured beyond any applicable cure or grace period, the Borrower and/or the Guarantor(s) amount of Security required hereunder shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent reduced by Thirty Five Thousand Dollars ($35,000.00) as of the Lender, which consent may be given at the discretion first days of each of the Lender.
cthirteenth (13th), twenty fifth (25th) 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.athirty seventh (37th)
Appears in 1 contract
Sources: Lease Agreement (Pdi Inc)
Security. a) In consideration of the Lender granting the Each Loan, including any Loan and as assumed by a security for the sameBorrower, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 will be borne by the Borrower and shall be paid by the Borrower upfront or secured at the time of registration the applicable Credit Event by either (but not both), (a) a first perfected priority Lien on Qualifying Securities in the Required Collateral Amount supplied by the applicable Borrower and delivered or constructively delivered (unless already on deposit with the Collateral Agent) to the Collateral Agent, or (b) with respect to Loans to the Operating Partnership only and at the sole option of the charge Operating Partnership, by a first priority Lien on the Mortgaged Properties (such Loans to the Operating Partnership which are secured by the Mortgaged Properties shall be referred to herein as the "MP Loans"). The foregoing notwithstanding, it is expressly agreed and understood that upon any Borrower's payment of any interest on an Interest Payment Date other than the last day of the Interest Period applicable thereto, if such Lien secures Qualifying Securities in an amount in excess of the Required Collateral Amount determined, after giving effect to any such interim interest payment, Borrowers shall have the right to request and upon such request the Agent shall, and the Banks hereby direct the Agent to, direct the Collateral Agent, upon such Borrower's request (which shall specify the amount of Qualifying Securities which should be released and the Borrower to whom the same should be released) to release to such Borrower that portion of the Qualified Securities in excess of the Required Collateral Amount as confirmed by the Collateral Agent. The term of the Qualifying Securities supplied as collateral for the Borrowings shall be (i) in the case of Borrowings of CD Rate Loans and LIBOR Rate Loans, substantially identical to the Interest Period for the requested Borrowing, which for purposes hereof shall mean that such maturities shall occur on, or in the event of Qualifying Securities maturing on such date are not remitting the sameavailable in sufficient quantities, within three Business Days prior to, the Lender last day of the relevant Interest Period; it being expressly agreed and understood that the cash proceeds of Qualifying Securities the maturities of which are prior to the maturities of the Loans secured thereby shall be collateral security for such Loans; provided, however, that the foregoing notwithstanding, in the case of CD Rate Loans and LIBOR Rate Loans secured by Qualifying Securities, the maturities of such Qualifying Securities may debit be for a term of up to 60 days after the relevant Interest Period or (ii) in the case of Borrowings of Prime Rate Loans, less than 11 days. Upon (i) the payment of the interest or principal, or prepayment, of any Loan, (ii) the conversion by the Operating Partnership of a Loan secured by Qualifying Securities to an MP Loan, or (iii) the assumption of any Loan, the Agent shall, and the Banks hereby direct the Agent to, direct the Collateral Agent, upon such Borrower's request (which will specify the amount of Qualifying Securities which should be released and the Borrower to whom the same should be released), to release to the Borrower obligated on such Loan repaid, prepaid, assumed or so converted that portion of the Qualifying Securities the value (including principal and accrued interest) of which equals the sum of the principal and interest so repaid, prepaid, assumed, or converted. The Collateral Agent agrees that upon receipt of such a direction (which will specify the amount of Qualifying Securities which should be released and the Borrower to whom the same should be released), on which direction the Collateral Agent shall be entitled to rely, the Collateral Agent shall release Qualifying Securities in such amount to the loan account of the such Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Revolving Credit Agreement (Lakehead Pipe Line Partners L P)
Security. aTHE GUARANTOR HEREBY GRANTS TO SOFTBANK A SECURITY INTEREST IN AND LIEN ON ALL COLLATERAL (AS DEFINED BELOW) In consideration OF THE GUARANTOR; AND WITH RESPECT TO ALL OF SUCH COLLATERAL, SOFTBANK SHALL HAVE ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE AND UNDER ANY OTHER APPLICABLE LAW, AS THE SAME MAY FROM TIME TO TIME BE IN EFFECT IN THE STATE OF NEW YORK, IN ADDITION TO THOSE RIGHTS GRANTED HEREIN AND IN ANY OTHER AGREEMENT NOW OR HEREAFTER IN EFFECT BETWEEN THE GUARANTOR AND SOFTBANK. "COLLATERAL" SHALL MEAN ALL ITEMS DESCRIBED IN SCHEDULE A HERETO. The Guarantor has full corporate power and authority to enter into this Guarantee and to grant to Softbank a security interest therein as herein provided, all of which have been duly authorized by all necessary corporate action; the execution and delivery and the performance hereof are not in contravention of any charter or by-law provision or of any indenture, agreement or undertaking to which the Guarantor is a party or by which the Guarantor or its property are bound; this Guarantee constitutes the valid and legally binding obligation of the Lender granting Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and, as to enforcement, to general equity principles. As long as any amount remains unpaid on any of the Loan and as a security for the sameObligations, the Borrower and/or Guarantor will not enter into or execute any security agreement or any financing statement covering the Guarantor(s) hereby agree(s) to create Collateral, other than those security agreements and financing statements in favour favor of the Lender 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 authoritiesSoftbank hereunder, and further will not file in any public office any financing statement or statements (or any documents or papers filed as such) covering the cost incurred by the Lender for creation Collateral, other than financing statements in favor 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 Softbank hereunder, unless in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with case the prior written consent of the LenderSoftbank shall have been obtained. The Guarantor authorizes Softbank to file, which consent may in its discretion, in jurisdictions where this authorization will be given at effect, a financing statement signed only by Softbank covering the discretion Collateral, and hereby appoints Softbank as the Guarantor's attorney-in-fact to sign and file any such financing statements covering the Collateral. At the request of Softbank, the Guarantor will join Softbank in executing such documents as Softbank may reasonably determine, from time to time to be necessary or desirable under provisions of any applicable Uniform Commercial Code in effect where the Collateral is located or where the Guarantor conducts business; without limiting the generality of the Lender.
c) If foregoing, the Guarantor agrees to join Softbank, at any point of timeSoftbank's request, in the view of Lender, the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient executing one or more financing statements in form reasonably satisfactory to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regardSoftbank, and the Borrower and/or Guarantor will pay the Guarantor(s) costs of filing or recording the same, or of filing or recording this Guarantee, in all public offices at any time and from time to time, whenever filing or recording of any such financing statement or of this Guarantee is reasonably deemed by Softbank to be necessary or desirable. In connection with the foregoing, it is agreed and understood between the parties hereto (and Softbank is hereby authorized to carry out and implement this agreement and understanding and the Guarantor hereby agrees to provide pay the additional security within the time period as stated by the Lender.
dcosts thereof) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shallSoftbank may, at the any time when the proceedings are taken against the Borrower or Guarantor(s) under the guarantee times, file as a financing statement any counterpart, copy 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 reproduction of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aGuarantee.
Appears in 1 contract
Security. a) In consideration Section 27.1 TENANT has deposited with LANDLORD an irrevocable, unconditional Letter of Credit in the Lender granting the Loan and amount of $250,000.00 issued by _________________, as a security for the samefaithful performance and observance by TENANT of the 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 Borrower and/or payment of Basic Annual Rent and Additional Rent, LANDLORD may draw down the Guarantor(s) hereby agree(s) to create security in favour Letter of Credit and use, apply or retain the whole or any part of the Lender over security so deposited to the assets extent required for the payment of any Basic Annual Rent and Additional Rent or any other sum as set out to which TENANT is in Schedule 5 herein 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 damages or deficiencies accrued before or after summary proceedings or other re-entry by LANDLORD and retain the balance of the funds drawn down pursuant to this Article. In the event TENANT shall default and LANDLORD shall apply all or any portion of the security to cure such default, TENANT shall, within said ten (hereinafter collectively referred 10) days after notification from LANDLORD that LANDLORD has made such application, replace with LANDLORD by certified or bank check, an amount equal to the amount so applied by LANDLORD. In the event TENANT shall fail to replace such amount within the ten (10) day period, LANDLORD shall have the same remedies for nonpayment thereof as for nonpayment of rent. 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour end of the Lender 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 the security to the vendee or lessee and the LANDLORD shall thereupon be released by registering TENANT from all liability for the return of charges with various authoritiessuch security, and TENANT agrees to look to the cost incurred by new LANDLORD solely for the Lender for creation return of such charges 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 or encumber the monies deposited herein as security and that neither LANDLORD nor its successors or assigns shall be borne bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Section 27.2 The Letter of Credit to be delivered to the Borrower LANDLORD hereunder shall provide that the same may be drawn down by LANDLORD delivering the Letter of Credit to Fleet Bank, N. A., at an office within the Counties of New York or Nassau, together with a letter stating that the TENANT is in default under this Lease beyond its time to cure.
Section 27.3 The Letter of Credit shall be for a period of three (3) years and nine (9) months and shall be paid by automatically reduced on the Borrower upfront or at first day of each Lease Year so that on the time of registration first day of the charge thirty-eighth (38th) month of the Lease the Letter of Credit shall be reduced to $184,357.71; on the first day of the subsequent six months the Letter of Credit shall be reduced by $30,726.29 so that on the first day of the forty-fifth (45th) month of the Lease the LANDLORD shall retain a Letter of Credit as security in the amount of $34,916.00. In the event that Fleet Bank, N.A. shall refuse to issue a three (3) year nine (9) month Letter of Credit, but shall instead wish to issue a series of Letters of Credit, then and in that event, unless TENANT shall replace the event Letter of not remitting the same, the Lender may debit such amount Credit at least thirty (30) days prior to the loan account expiration date of the Borrower.
b) The Security provided under this Agreement Letter of Credit, LANDLORD shall have the right to draw down the Letter of Credit and hold same as security, in which event LANDLORD will remit to TENANT the amount necessary so that the deposit will be for repayment equal to the reduced amounts of the Loan together with the interest and other obligations herein. At no point Letter of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it Credit when those reductions are provided hereunder except with the prior written consent of the Lender, which consent may be given at the discretion of the Lenderfor.
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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Lease Agreement (Intelli Check Inc)
Security. (a) In consideration of Tenant has deposited with Landlord the Lender granting the Loan and Security Deposit as a security for the samefull and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Borrower and/or payment of Rent, Landlord may use, apply or retain the Guarantor(s) hereby agree(s) to create security in favour whole or any part of the Lender over security so deposited to the assets extent required for the payment of any Rent or any other sums as set out to which Tenant is in Schedule 5 herein (hereinafter collectively referred default or for any sum which Landlord may expend or may be required to as 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour reletting of the Lender Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by registering Landlord. If Landlord shall so use, apply or retain the whole or any part of charges the security, Tenant shall upon demand immediately deposit with various authoritiesLandlord a sum equal to the amount so used, applied and retained, as security as aforesaid. Provided Tenant is not in default under this Lease, the security 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 the cost incurred by the Lender for creation after delivery to Landlord of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration entire possession of the charge and in Demised Premises. In the event of not remitting the same, the Lender may debit such amount to the loan account any sale or leasing of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the LenderLand, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Landlord shall have the right of lien over all to transfer 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive security to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender which Tenant is entitled to deduct the first year’s premium amount 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 mentioned security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) In the event Landlord agrees to accept a letter of credit from Tenant in lieu of all or a portion of the cash security required by this Lease, Tenant shall provide to Landlord an irrevocable Letter of Credit in the Schedule 2 from the loan amount granted of Two Hundred Forty Thousand One Hundred Fifty Four and 00/100 Dollars ($240,154.00) in form and substance satisfactory to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aLandlord and
Appears in 1 contract
Sources: Lease (Lower Road Associates LLC)
Security. a) In consideration order to secure the indebtedness evidenced by the Secured -------- Notes and certain other obligations as provided in the Indenture, the Indenture provides, among other things, for the assignment by Owner to the Indenture Trustee of its right, title and interest in, to and under this Charter Party to the extent set forth in the Indenture, and for the creation of a security interest in the Vessel Interest in favor of the Lender granting Indenture Trustee. Charterer hereby consents to such assignment and to the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 security interest pursuant to the terms and provisions of the Indenture and to any assignment or other transfer which may occur pursuant to the exercise of any remedy set forth in the Indenture. Charterer (i) acknowledges that such assignment and security interest provide for the exercise by the Indenture Trustee of some or all rights of Owner hereunder to give any consents, approvals, waivers, notices or the like, to make any demands or the like or to take any other discretionary action hereunder, but only in accordance with the Indenture, (ii) acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that, to the extent provided in the Indenture, the Indenture Trustee shall have all the rights of Owner hereunder and, in exercising any right or performing any obligation of Owner hereunder, shall be borne subject to the terms hereof. Charterer will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be delivered hereunder by Charterer to Owner. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, Owner hereby directs, and Charterer agrees that, all Base Hire, Termination Value and other amounts payable hereunder and specified pursuant to Section 4.01 of the Borrower and Indenture shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount directly to the loan Indenture Trustee at its account of specified in Schedule 1 to the Borrower.
b) The Security provided under this Participation Agreement shall be for repayment of the Loan together with the interest and or to such other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form account as may be required specified in writing by the Lender in this regardIndenture Trustee to Charterer at least 5 Business Days prior to the due date thereof. Upon Charterer receiving notice or obtaining actual knowledge that an Indenture Event of Default shall have occurred and be continuing, and Charterer shall make all payments of Hire including Supplemental Hire (other than Excepted Payments) directly to the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) Indenture Trustee at such account. The liability right of the Borrower and the Guarantor(s) Indenture Trustee to receive all such payments shall not be joint and severalsubject to any defense, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shallcounterclaim, at the time when the proceedings are taken against the Borrower or Guarantor(s) under the guarantee set-off or other security documents be outstanding right or unrealized or lost.
e) The Borrower and the Guarantor(s) hereby agree that, the Lender shall have right claim 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower kind which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case Charterer may be able to the loan account, and assert against Owner or Owner Participant in case of debit, such amount shall be payable an action brought by the 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 payable together with interest @36% p.aany thereof on this Charter Party or otherwise.
Appears in 1 contract
Sources: Charter Party (Mobil Corp)
Security. a) In consideration Lessee shall, upon execution of this Agreement, file with the Lender granting the Loan Port a good and as a sufficient corporate surety company bond or other security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “SecurityBond”)) in accordance with the provisions of the laws of the State of Washington to secure the full performance by Lessee of all terms and conditions of this Agreement, including the payment by Lessee of all amounts now or hereafter payable to the Port during the full term hereof. The Borrower form and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour provisions of the Lender by registering of charges with various authoritiesBond, and the cost incurred by identity of the Lender for creation of such charges surety thereon, shall be borne subject to the sole approval of the Port. The amount of the Bond shall be based upon the monthly total minimum Payment hereunder and determined in accordance with the laws of the State of Washington as implemented by the Borrower Port policy and shall be paid adjusted as required by said laws or policies or increases in Payment due to renegotiation. If Lessee fails to provide a bond or fails to adjust the Borrower upfront amount of the Bond, Lessee shall be considered in default hereunder, and subject to the Port’s rights under SECTION 16 “Defaults” below. No future amendment or extension to this Agreement shall be effective until the surety or insurer has given its consent thereto and the amount of the Bond has been adjusted as required. The bond may provide for termination on the anniversary date thereof upon not less than one (1) year’s written notice to the Port if the Agreement is not in default at the time of registration of the charge and in said notice. In the event of not remitting the sameany such termination, the Lender may debit such amount Lessee shall obtain a new Bond, also subject to the loan account Port’s sole approval, to replace the Bond being so terminated to be effective on or before the date of the Borrower.
b) The Security provided under this Agreement shall be for repayment termination. Lessee may, in lieu of the Loan together with the interest and other obligations herein. At no point a Bond, provide a guaranty from an affiliate of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part Lessee, having a net worth 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 timenot less than $250,000,000, in the view form attached hereto as Exhibit E. Lessee shall have the right to substitute the guaranty at any time during the term of Lenderthe Agreement for a guaranty in substantially the same form by any affiliate of Lessee having a net worth of no less than $250,000,000 and, in such event, the Security provided by Port will release 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Lenderprior guarantor. The Borrower and Guarantor(s) hereby agree Port agrees that they shall not in any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted above guaranty constitutes security satisfactory to the Borrower. The subsequent year’s premium as mentioned Port in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together accordance with interest @36% p.aR.C.W. 53.08.085.
Appears in 1 contract
Sources: Lease Agreement
Security. a) In consideration Lessor and Lessee agree that, subject to subsection 43.3, the amount of the Lender granting the Loan and initial security deposit to be held as a security for the sameperformance by Lessee of Lessee's covenants and obligations under the Lease is TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,750,000.00). The obligation to post such Security Deposit shall be satisfied by Lessee's delivering to Lessor, contemporaneously with the Borrower and/or execution of this Lease, an irrevocable and unconditional standby letter of credit (the Guarantor(s) hereby agree(s) to create security "Original Letter of Credit"), in favour the amount of the Lender over initial Security Deposit, issued for the assets as set out benefit of Lessor (such Original Letter of Credit and any substituted or replacement letter of credit issued in Schedule 5 herein (accordance with this Lease are hereinafter collectively referred to as the “Security”"Letter of Credit"; the Letter of Credit, the proceeds thereof and any other monies paid hereunder are hereinafter collectively referred to as the "Security Deposit"), shall have an initial expiration date not earlier than April 13, 1999, shall be issued by NationsBank of Georgia, N.A. or another national or commercial bank as may be approved by Lessor in writing, shall be assignable by Lessor concurrently with an assignment by Lessor of this Lease and the assumption of Lessor's obligations hereunder by the assignee. The Borrower Subject to the immediately following sentence and / subsection 43.3, if Lessee is not in default under this Lease or Lessor has not drawn on the Guarantor hereby authorizes Letter of Credit, then the Lender to create charge over the said assets in favour amount of the Lender Letter of Credit shall be reduced (the "Reduced Security Deposit") on a quarterly basis by registering an amount equal to the Base Rent received by Subject to the immediately following paragraph and not less than thirty (30) days prior to the expiration of charges the Original Letter of Credit and each year thereafter, Lessee shall deliver to Lessor a substituted or replacement letter of credit issued for the benefit of Lessor in an amount equal to the Reduced Security Deposit and with various authoritiesan expiration date not earlier than 365 days from issuance, and in the cost same form and content as the Original Letter of Credit. Lessor may draw on the Letter of Credit in the event that, among other things, Lessee fails to deliver to Lessor such substituted or replacement Letter of Credit in the time and manner required by this Section. Upon delivery of a replacement Letter of Credit, Lessor shall return the existing Letter of Credit to Lessee. From and after the Commencement Date, if Lessee (i) fails at any time to pay any Amount Due when due (after expiration of any applicable grace, notice or cure periods), or (ii) breaches any material covenant or obligation of this Lease and such breach continues beyond any applicable cure period, then Lessor may, but shall be under no obligation to, from time to time and without prejudice to any other rights or remedies, draw upon such Letter of Credit (in its entirety or in partial drawings from time to time) and use all or a portion of the resulting monies to the extent necessary to pay any such Amount Due, to cure any such breach or to compensate Lessor for its damages incurred by the Lender for creation reason of such charges shall be borne by breach. Notwithstanding the Borrower and shall be paid by face amount of the Borrower upfront or Letter of Credit, the maximum amount that Lessor may draw on the Letter of Credit is an amount equal to the Reduced Security Deposit at the time of registration such default. In the event that Lessor applies the Security Deposit or a portion thereof as provided in this Section, Lessee shall immediately upon notice from Lessor of such application pay the amount so applied to Lessor, it being the intent of the charge parties that the Security Deposit to be held by Lessor always be in the amount stated herein. It is expressly understood and agreed, however, that the Security Deposit shall not be considered an advance payment of rent or a measure of Lessor's damages in the event of not remitting the same, the Lender may debit such amount to the loan account a default by Lessee. Upon Lessee's vacation of the Borrower.
b) The Security provided under this Agreement shall be for repayment Premises upon the expiration or other termination of the Loan together with Lease, and provided that Lessee is not then in default under the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 LenderLease, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) Deposit shall be joint returned by Lessor to Lessee without interest. On May 1, 1998 and severalon every May 1 thereafter during the term of this Lease, notwithstanding that any Security or Securities comprised in any instrument(s) executed or Lessee shall deliver to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shallLessor Lessee's most recent annual, 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 audited financial statements 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 materials and information reasonably requested by the Borrower Lessor; provided, however, that if Lessee's financial information is available from the Lender. The Borrower Securities and Guarantor(s) hereby agree that they Exchange Commission or otherwise publicly available, then Lessor shall not obtain all such Lessor-required financial information with respect to Lessee in any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 satisfaction of this agreement against the risk of fire, burglary and paragraph from such other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.asources.
Appears in 1 contract
Sources: Lease Agreement (Harbinger Corp)
Security. a) In consideration of the Lender granting the Loan and as a As security for the sameprompt and complete payment and performance of the Liabilities when due, ARL hereby delivers, pledges and grants a first priority, perfected security interest to PIBL in all of ARL's right, title and interest (whether now owned and existing or hereafter arising or acquired) in all present and future assets of ARL (collectively, the Borrower and/or "ARL DEBENTURE COLLATERAL"), consisting of:
(a) Medical accounts receivable owned by ARL (collectively, the Guarantor(s"ARL ACCOUNTS") hereby agree(shaving an aggregate face value of not less than $100,000,000, as identified on an itemized schedule attached as an exhibit to the Amendment Agreement, with all collections on the ARL Accounts, net of Servicing Costs and the Sellers Override, being directed to the ARL Collection Account to be used exclusively for payments on the Amended Debentures;
(b) All servicing, collateral and collection arrangements relating to create the ARL Accounts, with the documentation related thereto specifying that the Holders or their designated agent shall be the sole beneficiary of such ARL Accounts; PROVIDED that such security in favour interest shall not apply to the portion of the Lender over Servicing Costs that are payable to NCFE and its affiliates in connection with the ARL Accounts nor to the servicing, collateral and collection arrangements with NCFE and its affiliates related thereto; and
(c) Any other assets that may be acquired or otherwise held by ARL on or after the date of the Amendment Agreement. Terms used in the foregoing definition of ARL Debenture Collateral, that are not otherwise defined therein, shall have the meanings provided in the Uniform Commercial Code as in effect in the State of Delaware. ARL will not (i) change its name or identity, (ii) establish any other location other than the address set out in Schedule 5 herein forth beneath its signature hereto where it expects to maintain inventory and/or equipment or (hereinafter collectively referred to as the “Security”). The Borrower and / iii) change its principal place of business or the Guarantor hereby authorizes place where its records concerning the Lender to create charge over ARL Debenture Collateral are kept from the said assets in favour of the Lender by registering of charges with various authoritiesaddress set forth beneath its signature hereto, and the cost incurred by the Lender for creation of such charges unless ARL shall be borne by the Borrower have given PIBL at least thirty (30) days' prior written notice thereof and shall be paid have taken all action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by the Borrower upfront PIBL to amend such financing statement or at the time continuation statement as PIBL may deem appropriate or otherwise to maintain perfection of registration of the charge and PIBL's security interest in the event ARL Debenture Collateral. ARL hereby irrevocably constitutes and appoints PIBL and any agent or representative thereof, with full power of not remitting the samesubstitution, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together as its true and lawful attorney-in-fact with the interest full irrevocable power and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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, authority in the view place and stead 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 additional security in such manner ARL and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of ARL or in its own name, from time to time in ARL's discretion, for the Borrower and/or Lender purpose of carrying out the terms of this Guaranty, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Guaranty, and to do, at PIBL's option and ARL's expense, at any time, or from time to time, all acts and things which PIBL reasonably deems necessary to protect, preserve or realize upon the cost ARL Debenture Collateral and PIBL's lien therein, in order to effect the intent of the Borrowerthis Guaranty, the Lender is entitled to deduct the first year’s premium amount all as mentioned in the Schedule 2 from the loan amount granted fully and effectively as ARL might do. ARL hereby ratifies, to the Borrowerextent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. The subsequent year’s premium as mentioned in the Schedule 3 power of attorney granted pursuant to this Section 2 is a power coupled with an interest and shall be irrevocable until the Liabilities are indefeasibly paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.afull.
Appears in 1 contract
Sources: Arl Guaranty (Med Diversified Inc)
Security. a) In consideration the event that any Buyer Indemnified Party shall be required to post a bond or similar arrangement in connection with the E.S. Thomas Claim (as such term is defined in the Settlement Agreeme▇▇), ▇▇▇▇▇▇ing, without limitation, any bond required to be posted in connection with any appeal that any Buyer Indemnified Party may determine to undertake with respect to any ruling, judgment or other decree or binding statement of any court regarding, related to or in connection with the E.S. Thomas Claim, the Stockholder Representative shall fully fund t▇▇ ▇▇▇▇▇▇▇▇ders' collective pro-rata portion of such bond or other arrangement, calculated based upon the proportion of the Lender granting total amount of E.S. Thomas Losses for which the Loan and Stockholders are responsible under ▇▇▇ ▇▇▇▇▇▇▇e Agreement. Such funding may be provided in the form of cash (including the amount then being held in escrow pursuant to the terms of the Escrow Agreement) and/or such other collateral as may be acceptable to the applicable bonding company or similar type entity. By way of example, in the event that a security for bonding company were to require the samedeposit of collateral in the amount of 125% of a judgment, the Borrower and/or the Guarantor(s) hereby agree(s) Stockholders would be required to create security in favour provide appropriate collateral for 125% of the Lender over portion of such judgment with respect to which the assets as set out in Schedule 5 herein Buyer Indemnified Parties would be entitled to recover from the Stockholders pursuant to the terms of the Purchase Agreement (hereinafter collectively referred disregarding, for this purpose only, any defenses the Stockholders may have to as their indemnification obligations under the “Security”Purchase Agreement). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour Stockholders shall, as of the Lender by registering Closing Date, cause any and all pledges and other Liens on the Stockholders' interests in the Restated Note in excess of charges with various authorities$10,000,000 to be terminated and extinguished, 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 thereafter shall not pledge or otherwise permit the imposition of any Liens on the Restated Note in any way, dispose off their assets excess of $10,000,000 without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fireWellCare, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case consent may be to the loan account, and granted or denied in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aWellCare's sole discretion.
Appears in 1 contract
Sources: Prepayment and Amendment Agreement (Wellcare Group Inc)
Security. a) In consideration of The Notes and the Lender granting Guarantees will be secured by the Loan Collateral on the terms and as a security for subject to the same, conditions set forth in the Borrower and/or Indenture and the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Security Documents. 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, Trustee 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 the event of not remitting the sameNotes Collateral Agent, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be be, hold a security interest in the Collateral for the benefit of the Holders of the Notes, in each case pursuant to the loan Security Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreements on the Effective Date, and at any time after the Effective Date, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
1. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.
2. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in case accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of debita designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.
3. ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):
(a) ¨ such amount shall Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or
(b) ¨ such Transfer is being effected to the Company or a subsidiary thereof; or
(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and, if applicable, in compliance with the prospectus delivery requirements of the Securities Act.
4. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.
(a) ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be payable by subject to the Borrower within 7 days of receipt of notice from restrictions on transfer enumerated in the Lender Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the event Indenture.
(b) ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of failure any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to pay maintain compliance with the amount within Securities Act. Upon consummation of the stipulated timeproposed Transfer in accordance with the terms of the Indenture, then such amount the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
(c) ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is payable together being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest @36% p.aor Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: ____________________
1. The Transferor owns and proposes to transfer the following:
(a) ¨ a beneficial interest in the:
(i) ¨ 144A Global Note (CUSIP [ ]), or
(ii) ¨ Regulation S Global Note (CUSIP [ ]), or
(b) ¨ a Restricted Definitive Note.
2. After the Transfer the Transferee will hold:
(a) ¨ a beneficial interest in the:
(i) ¨ 144A Global Note (CUSIP [ ]), or
(ii) ¨ Regulation S Global Note (CUSIP [ ]), or
(iii) ¨ Unrestricted Global Note (CUSIP [ ]); or
Appears in 1 contract
Sources: Indenture (MultiPlan Corp)
Security. a) In consideration 35.01. Tenant shall deposit with Landlord the sum of $10,725.00 upon the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour execution of the Lender over the assets as set out in Schedule 5 herein this Lease. Said deposit (hereinafter collectively sometimes referred to as the “Security”)"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 observed and performed. The Borrower Security Deposit shall not and / may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the Guarantor hereby authorizes written consent of Landlord, and any such act on the Lender to create charge over the said assets in favour part of Tenant shall be without force and effect and shall not be binding upon Landlord. If any of the Lender fixed or additional rent herein reserved or any other sum payable by registering Tenant to Landlord shall be overdue and unpaid, or if Landlord makes payment on behalf of charges with various authoritiesTenant, or if Tenant shall fail to perform any of the terms, covenants, and conditions of the cost incurred Lease, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply the entire Security Deposit or so much thereof as may be 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 Lender part of Tenant, 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 Demised Premises by Landlord for creation any default on the part of Tenant or for any other reason prior to the expiration of the term shall not be deemed such charges a termination of the Lease as to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all of the terms, covenants, and conditions of the Lease and pays all of the fixed and additional rent and all other sums payable by Tenant to Landlord as they fall due, the Security Deposit shall be borne by promptly returned in full to Tenant after the Borrower and shall be paid by the Borrower upfront or at the time of registration expiration of the charge term of the Lease and in Tenant's satisfaction of all its obligations accruing prior to the Lease expiration date. In the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and bankruptcy or other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Lendercreditor-debtor proceedings against Tenant, 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 additional security in such manner Deposit and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) all other securities shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or deemed to be executed by applied first to the Borrower and/or the Guarantor(s) in favour payment 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 fixed 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary additional rent and other catastrophycharges due Landlord for all periods prior to the filing of such proceedings. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure sale by Landlord of the Building, Landlord may deliver the then balance of the Security Deposit to pay the amount within transferee of Landlord's interest in the stipulated timeDemised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage or a lessor's interest in a superior lease to which the Lease is subordinate shall be responsible in connection with the Security Deposit, then by way of credit or payment of any fixed or additional rent, or otherwise, unless such amount is payable together with interest @36% p.amortgagee or lessor actually shall have received the entire Security Deposit.
Appears in 1 contract
Security. a) In consideration The CNPLP’s General Partner shall have executed and delivered for and on behalf of the Lender granting CNPLP the Security Documents to which it is a party, and shall cause the CNPLP’s General Partner, in its personal capacity, to execute and deliver the Security Documents to which it is a party in its personal capacity, with each of the said Security Documents to be in form and substance satisfactory to Hydro, acting reasonably, as and when required hereunder or under the CNPLP Loan and Documents as a continuing collateral security for the samedue, prompt and complete payment, performance and satisfaction by the Borrower and/or the Guarantor(s) hereby agree(s) to create security CNPLP of all of its indebtedness, liabilities and obligations of every nature whatsoever (whether present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time due or accruing due, wheresoever and howsoever incurred, including any ultimate unpaid balance thereof, in favour of the Lender 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 authoritiesany currency, and the cost whether incurred by the Lender for creation of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or prior to, at the time of registration or subsequent to the execution of this CNPLP Financing Agreement) to Hydro, in connection with this CNPLP Financing Agreement and the other CNPLP Loan Documents (collectively, the “Obligations”) and as continuing collateral security in respect of the charge and in the event of not remitting the same, the Lender may debit such amount Revenue Advance Obligations. Notwithstanding anything to the loan account of the Borrower.
b) The Security provided under contrary herein, this CNPLP Financing Agreement shall be interpreted in all respects having regard for repayment the fact that and the Security Documents shall provide that:
(a) Hydro has a first charge security interest on the CNPLP’s Units and all rights under the CNPLP’s Units, including the rights to Distributions on the CNPLP’s Units and any interest related to the CNPLP’s Units and the rights to the said Distributions; and
(b) Hydro’s sole recourse for payment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) Obligations shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan accountCollateral in accordance with the provisions of this CNPLP Financing Agreement, and in case of debitfor greater certainty, such amount it shall be payable by have no right to ▇▇▇ the Borrower within 7 days of receipt of notice from the Lender and in the event of failure CNPLP on any personal covenant to pay all or any of the amount within Obligations or to ▇▇▇ TCN or War Lake for payment of all or any of the stipulated time, then such amount is payable together with interest @36% p.aObligations.
Appears in 1 contract
Sources: Financing Agreement
Security. a35.01. Tenant shall deposit with Landlord the sum of $239,017.00 within one (1) In consideration business day after the execution of the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein this Lease. Said deposit (hereinafter collectively sometimes referred to as the “SecuritySecurity Deposit”)) shall be held by Landlord as security for the faithful performance by Tenant of all the terms of this Lease by said Tenant to be observed and performed. Upon receipt of the Security Deposit, Landlord shall return to Tenant the Security Deposit (the Silicon Valley Bank letter of credit) that has been posted pursuant to the Existing Lease and the Security Deposit paid under this Lease shall also serve as the Security Deposit under the Existing Lease. The Borrower Security Deposit shall not and / may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the Guarantor hereby authorizes written consent of Landlord, and any such act on the Lender part of Tenant shall be without force and effect and shall not be binding upon Landlord. If Tenant shall default under this Lease beyond the expiration of any applicable notice and/or cure period, then Landlord may, at its option and without prejudice to create charge over any other remedy which Landlord may have on account thereof, following written notice to Tenant appropriate and apply the said assets in favour entire Security Deposit or so much thereof as may be 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 part of Tenant, 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 Lender Demised Premises by registering Landlord for any default on the part of charges with various authorities, and Tenant or for any other reason prior to the cost incurred by expiration of the Lender for creation Term shall not be deemed such a termination of such charges this Lease as to entitle Tenant to the recovery of the Security Deposit. The Security Deposit shall be borne by promptly returned in full to Tenant (less any amounts previously applied in accordance with this Article 35 and not restored) after the Borrower and shall be paid by the Borrower upfront or at the time of registration expiration of the charge Term of this Lease and in Tenant’s satisfaction of all its obligations accruing prior to expiration date of this Lease. In the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and bankruptcy or other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Lendercreditor-debtor proceedings against Tenant, the Security provided 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 Borrower and/or Building, Landlord shall deliver the Guarantor(s) under then balance of the Security Deposit to the transferee of Landlord’s interest in the Demised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this Agreement provision shall also apply to any subsequent transferees. No holder of a superior mortgage to which this Lease is not sufficient to cover subordinate shall be responsible in connection with the Security Deposit, by way of credit or payment of any fixed or additional rent, or otherwise, unless such mortgagee actually shall have received the entire loan amount, thenSecurity Deposit. At Tenant’s option, the Lender maySecurity Deposit may be posted as a letter of credit in the form of Exhibit G, require the Borrower and/or the Guarantor(s) to provide attached hereto (with such additional security in such manner and form commercially reasonable modifications as may be required by the Lender issuer thereof), issued by a bank that is acceptable to Landlord in its sole but reasonable business judgment.
35.02. Notwithstanding anything to the contrary contained in this regardLease, and if, as of November 30, 2014, Tenant is not in default under this Lease beyond the Borrower expiration of any applicable notice and/or cure period, then the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) Security Deposit shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or reduced so as 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 lostequal $119,508.
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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. aSublessee shall deposit with Sublessor on the execution of this Agreement the sum of One Hundred Thousand ($100,000.00) In consideration of the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour Sublessee’s faithful performance of the Lender over the assets as set out in Schedule 5 herein Sublessee’s obligations hereunder (hereinafter collectively referred to as the “Security”). The Borrower If Sublessee fails to pay rent, additional rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Agreement, Sublessor may use, apply or retain all or any portion of said deposit for the payment of any rent or other charge in default or for the payment of any other sum to which Sublessor may become obligated by reason of Sublessee’s default or to compensate Sublessor for any loss or damage which Sublessor may suffer thereby. If Sublessor so uses or applies all or any portion of said deposit, Sublessee shall within ten (10) days after written demand therefore deposit cash or certified check with Sublessor in an amount sufficient to restore said deposit to the full amount hereinabove stated and / or the Guarantor hereby authorizes the Lender Sublessee’s failure to create charge over the said assets in favour do so shall be a breach of the Lender by registering of charges with various authoritiesthis Sublease, and the cost incurred by the Lender for creation Sublessor may at his option terminate this Agreement. Sublessor shall not be required to keep said deposit separate from its general accounts. If Sublessee performs all of such charges shall be borne by the Borrower Sublessee’s covenants, terms and shall be paid by the Borrower upfront or at the time of registration of the charge obligations hereunder, and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner default under Prime Lease and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 such deposit has not been applied by Sublessor pursuant to this provision, said deposit shall be returned without payment of interest for its use to Sublessee (or, at Sublessor’s option, to the last assignee, if any, of Sublessee’s interest hereunder) within sixty (60) days after the expiration of the term hereof, or financial assistance availed by after Sublessee has vacated the Borrower from the LenderPremises, whichever is later. The Borrower and Guarantor(s) hereby agree that they Sublessee shall not be responsible for the security deposit under the Prime Lease or the Sublease. Nothwithstanding anything to the contrary stated herein, provided Sublessee is not in any waydefault under this Agreement, dispose off their assets without the prior written consent Seventy Two Thousand, Six Hundred and Fifty-Four ($72,654.00) Dollars of the Lender.
fSecurity Deposit shall be applied as Base Rent to the three (3) The Borrower shall strive months prior to insure the assets mentioned under Schedule 5 Expiration Date of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aAgreement.
Appears in 1 contract
Sources: Sublease Agreement (Taleo Corp)
Security. a(A) In consideration (i) Tenant has deposited with Landlord the sum of $585,620.00 upon the Lender granting the Loan and execution of this Lease, as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour performance by Tenant of all of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred terms, covenants and conditions of this Lease on Tenant's part to as the “Security”)be performed. The Borrower security deposit shall be deposited in Landlord's regular banking institution which it uses for deposits for the Building. Landlord shall have the right, without notice to Tenant, and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour regardless of the Lender exercise of any other remedy Landlord may have by registering reason of charges a default, to apply any part of said deposit to cure any default of Tenant, and, if Landlord does so, Tenant shall upon demand deposit with various authoritiesLandlord the amount so applied so that Landlord shall have the full amount of the security ($585,620.00) at all times during the term of this Lease. If Tenant shall fail to make such deposit, Landlord shall have the same remedies for such failure as Landlord has for a default in the payment of Minimum Rent. In the event of an assignment or transfer of the leasehold estate under the Lease, (a) Landlord shall have the right to transfer the security to the assignee, (b) Landlord shall thereupon be automatically released by Tenant from all liability for the return of such security, and (c) Tenant shall look solely to the assignee for the return of said security, and the cost incurred by the Lender for creation foregoing provisions of such charges this sentence shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration apply to every transfer made of the charge and security to a new assignee of Landlord's interest in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) Lease. The Security provided security deposited under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Lease shall not in any way, dispose off their assets be assigned or encumbered by Tenant without the prior written consent of the Lender.
f) The Borrower Landlord, and any such assignment or encumbrance shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary be void. Landlord and other catastrophy. In case the Lender insures the same Tenant acknowledge and agree that any cash security in the name actual physical possession of the Borrower and/or Lender at the cost Landlord shall be deposited in an interest-bearing account of the Borrower, the Lender a type which is entitled to deduct the first year’s premium amount as mentioned standard and customary for security deposits in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 industry, and any interest earned thereon shall be paid by the Borrower which will accrue and be added to the EMI amount payable by security deposited hereunder. The parties agree that Landlord shall be entitled to deduct from the Borrower, to enable interest on the Lender to cover the insurance security a 1% fee for the subsequent years. Should there be a difference administrative costs incurred in the premium payable, the difference amount shall be debited or credited as the case may be to the loan holding said security in an interest-bearing account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a.
Appears in 1 contract
Security. (a) In consideration of the Lender granting the Loan and as a As security for the sameprompt payment and performance of all Secured Obligations of Borrower, Borrower has heretofore granted and assigned or shall grant and assign, in accordance with the provisions of the Collateral Documents applicable to Borrower, to the Collateral Agent for the benefit of the Secured Creditors with respect to all of Borrower’s Secured Obligations, all of its right, title and interest in and to all of the Collateral. Additionally, all Secured Obligations shall be guaranteed by each Guarantor under the Guarantee and Collateral Agreement and the Operating Bank Guaranty, to the extent provided therein, and the obligations of the Guarantors under the Guarantee and Collateral Agreement and the Operating Bank Guaranty shall be secured pursuant to the terms of the Collateral Documents required to be executed and delivered by them hereunder. Upon the effective date of the sale of all of the stock owned by Borrower or any Subsidiary of, or the effective date of the sale of all of the assets of, any Guarantor permitted hereunder, such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement.
(b) Upon the application by the Borrower or any Subsidiary of any Reinvestment Proceeds to the acquisition of any new property or assets, the Borrower and/or the Guarantor(s) hereby agree(s) or such Subsidiary at its expense shall immediately cause such acquired property or assets to create become subject to Liens and security interests in favour favor of the Lender over Collateral Agent to secure the assets as set out in Schedule 5 herein (hereinafter collectively referred Secured Obligations to the same extent, and with the same priority, as the “Security”). The Borrower Liens and / security interests which covered or extended to the Guarantor hereby authorizes property or assets the Lender disposition of which gave rise to create charge over the said assets in favour such Reinvestment Proceeds, provided, however, that if any portion of the Lender by registering of charges with various authorities, and gross proceeds realized upon the cost incurred by the Lender for creation disposition of such charges asset were applied to discharge any Debt or other obligations secured by a Lien on such assets which was prior to the Liens granted under the Collateral Documents, then there shall not be borne by permitted to be any Lien on the Borrower and shall be paid by replacement property, other than Liens under the Borrower upfront or at the time of registration Collateral Documents, except for Liens permitted pursuant to clause (iv) of the charge and definition of “Permitted Liens” in connection with the event acquisition of such replacement assets, provided that such Liens do not remitting secure Debt or other obligations in an amount in excess of the same, the Lender may debit such amount Debt or other obligations discharged with respect to the loan account asset disposed of the Borrower.
b) The Security provided under this Agreement shall (except for acquisitions of individual items of replacement exercise equipment which may be for repayment of the Loan together subject to purchase money financing on customary terms in accordance with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability practices of the Borrower and the Guarantor(s) its Subsidiaries). Upon any such acquisition, such acquired property or assets shall be joint deemed to constitute Collateral for all purposes of this Agreement and severalthe Collateral Documents, notwithstanding that any Security or Securities comprised in any instrument(s) collateral documents executed or to be executed and delivered by the Borrower and/or or any of its Subsidiaries to grant the Guarantor(s) in favour liens and security interests required by this Section shall be deemed to be Collateral Documents for all purposes of this Agreement and the other Credit Documents, and any such application of Reinvestment Proceeds and acquisition of such property or assets shall be deemed a representation and warranty that, as of the Lender shalldate of such acquisition, 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 all representations and warranties contained in this Agreement and the Guarantor(s) hereby agree that, the Lender shall have right of lien over Collateral Documents applicable to such Collateral are true and correct in 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 Lendermaterial respects. The Borrower and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a46
Appears in 1 contract
Sources: Credit Agreement (Bally Total Fitness Holding Corp)
Security. B11.1 The Bidder shall provide bid security in the form of:
(a) In consideration a bid bond, in the amount of at least ten percent (10%) of the Lender granting Total Bid Price, and agreement to bond of a company registered to conduct the Loan business of a surety in Manitoba, in the form included in the Bid Submission (Form G1: Bid Bond and as 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 security for bank or other financial institution registered to conduct business in Manitoba and drawn on a branch located in Winnipeg, in the sameform 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 Borrower and/or bid security shall be in the Guarantor(s) hereby agree(s) to create security in favour amount of the Lender 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 specified percentage of the Lender by registering of charges with various authorities, and the cost incurred by the Lender for creation of such charges highest Total Bid Price submitted.
B11.1.2 All signatures on bid securities shall be borne by the Borrower original, and shall be paid 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 Borrower upfront or at City when a Contract for the time Work has been duly executed by the successful Bidder and the performance security furnished as provided herein. The bid securities of registration of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrowerall other Bidders will be released when a Contract is awarded.
b) The Security provided under this Agreement shall be for repayment of B11.2.1 Where the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 bid security provided by the Borrower and/or successful Bidder is in the Guarantor(s) under this Agreement is not sufficient form of a certified cheque or draft pursuant to cover the entire loan amountB11.1(c), then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner it will be deposited and form as may be required retained by the Lender in this regard, City as the performance security and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional no further submission is required.
B11.2.2 The City will not pay any interest on certified cheques or drafts furnished as bid security within the time period or subsequently retained as stated performance security.
B11.3 The bid securities of all Bidders will be released by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed City as soon as practicable following notification 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted Contract Administrator to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which Bidders that no award of Contract will be added made pursuant to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aBid Opportunity.
Appears in 1 contract
Sources: Bid Opportunity
Security. aLandlord acknowledges receipt of Five Thousand Three Hundred -------- ($5,300.00) In consideration of the Lender granting the Loan and Dollars that Landlord is to retain as a security for the samefaithful performance of all the terms and conditions of this Lease. Landlord shall not be obligated to apply the security depose on rents or other charges in arrears, or in damages for failure to perform the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour terms and conditions of this Lease. Application of the Lender over security deposit to the assets as set out in Schedule 5 herein (hereinafter collectively referred to as arrears of rental payments or damages shall be at the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour sole option of the Lender by registering of charges with various authoritiesLandlord, and the cost incurred right to possession of the premises by the Lender Landlord for creation nonpayment 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be rent for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 reason shall not in any way, dispose off their assets without event be affected by the prior written consent security deposit. Tenant expressly acknowledges that Tenant shall not have the right to 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 Lender.
f) The Borrower shall strive default of the Tenant or because of the failure by the Tenant to insure carry out the assets mentioned under Schedule 5 terms and conditions of this agreement against Lease, Landlord may apply the risk of fire, burglary security deposit on ail damages suffered to the day or repossession and other catastrophy. In case may retain the Lender insures the same in the name balance of the Borrower and/or Lender security 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 or may be brought or put on said Premises, and the Tenant agrees that said lien may be enforced by distress, foreclosure or without press of law at the cost election of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aLandlord.
Appears in 1 contract
Sources: Lease (Eco Rx Inc)
Security. aA. Simultaneously with the execution and delivery of this Sublease, Subtenant shall deposit $8,563,75 in cash (the “Deposit”) In consideration of the Lender granting the Loan and with Sublandlord as a security for the samefull 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 performed.
B. If Subtenant is in default in the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour performance or observance of any of the Lender over conditions on its part to be performed or observed under this Sublease or any other obligation of Subtenant to Sublandlord and such default shall continue beyond the assets as set out in Schedule 5 herein (hereinafter collectively referred to as applicable cure period, if any, Sublandlord may use, apply or retain the “Security”). The Borrower and / whole or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour any part 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 the event of not remitting the same, the Lender may debit such amount Deposit to the loan account extent required for the payment of the Borrower.
b) The Security provided under this Agreement shall be Base Rental or any Additional Rental or any other sum as to which Subtenant is in default to Sublandlord or for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security sum which Sublandlord may expend 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 additional security in such manner and form as may be required to expend by reason of 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 Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the LenderSublandlord.
d) The liability C. Sublandlord shall not be required so to use, apply or retain the whole or any part of the Borrower 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 Guarantor(s) 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 joint returned to Subtenant after the date fixed as the end of this Sublease and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or after delivery to be executed by the Borrower and/or the Guarantor(s) in favour Sublandlord of possession of the Lender shall, at Sublet Premises in the time when the proceedings are taken against the Borrower or Guarantor(s) condition required hereunder and under the guarantee or other security documents be outstanding or unrealized or lostLease.
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 D. Subtenant shall not in any way, dispose off their assets without assign or encumber or attempt to assign or encumber the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary Deposit and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 neither Sublandlord nor its successors or assigns shall be paid bound by the Borrower which will be added to the EMI amount payable by the Borrowerany such assignment, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payableencumbrance, the difference amount shall be debited attempted assignment or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aattempted encumbrance.
Appears in 1 contract
Security. a) In consideration 35.01. Tenant shall deposit with Landlord the sum of $462,500.00 upon the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour execution of the Lender over the assets as set out in Schedule 5 herein this Lease. Said deposit (hereinafter collectively sometimes referred to as the “Security”)"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 observed and performed. The Borrower Security Deposit shall not and / may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the Guarantor hereby authorizes written consent of Landlord, and any such act on the Lender to create charge over the said assets in favour part of Tenant shall be without force and termination of the Lender by registering Lease as to entitle Tenant to the recovery of charges the Security Deposit. If Tenant complies with various authoritiesall of the terms, covenants, and conditions of the cost incurred Lease and pays all of the fixed and additional rent and all other sums payable by Tenant to Landlord as they fall due, the Lender for creation of such charges Security Deposit shall be borne by promptly returned in full to Tenant after the Borrower and shall be paid by the Borrower upfront or at the time of registration expiration of the charge term of the Lease and in Tenant's satisfaction of all its obligations accruing prior to the Lease expiration date. In the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and bankruptcy or other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Lendercreditor-debtor proceedings against Tenant, 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 additional security in such manner Deposit and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) all other securities shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or deemed to be executed by applied first to the Borrower and/or the Guarantor(s) in favour payment 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 fixed 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary additional rent and other catastrophycharges due Landlord for all periods prior to the filing of such proceedings. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure sale by Landlord of the Building, Landlord may deliver the then balance of the Security Deposit to pay the amount within transferee of Landlord's interest in the stipulated timeDemised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage to which the Lease is subordinate shall be responsible in connection with the Security Deposit, then by way of credit or payment of any fixed or additional rent, or otherwise, unless such amount is payable together with interest @36% p.amortgagee actually shall have received the entire Security Deposit.
Appears in 1 contract
Sources: Lease Agreement (Globespan Inc/De)
Security. a) In consideration of the Lender granting the Loan and as a As security for the samefull and timely payment and performance of all Obligations, SEI shall, and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all things necessary in the opinion of the Administrative Agent and the Collateral Agent, and their counsel, to grant to the Collateral Agent or the Administrative Agent, as applicable, for the benefit of the Collateral Agent, the Borrower and/or Administrative Agent and the Guarantor(sLenders a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer other than Permitted Liens. Without limiting the foregoing, and to the extent not previously delivered under the Existing Agreement and its associated loan documents, SEI and each Subsidiary having rights in any Subsidiary Securities shall on the Closing Date deliver to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, (A) hereby agree(s) a Pledge Agreement which shall pledge to create security in favour the Collateral Agent for the benefit of the Lender over Collateral Agent, the assets as Administrative Agent and the Lenders (i) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if SEI and its Subsidiaries shall own less than 65%, then all of the Voting Securities owned by them) and 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary, and (ii) except with respect to those Subsidiaries set out forth 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 3A.01, all of the Lender by registering Subsidiary Securities of charges all Domestic Subsidiaries and all Excluded Subsidiaries, (B) if such Subsidiary Securities are in the form of certificated securities, such certificated securities (including corrected certificates with various authoritiesrespect to any certificated securities delivered pursuant to the Existing Agreement and its associated loan documents that require updating to accurately reflect the appropriate information), together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the Subsidiary has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 6.19(d)) from the Registrar of such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien in favor of the Collateral Agent on such Subsidiary Securities, each in form and substance acceptable to the Collateral Agent, and the cost incurred by the Lender for creation of shall take such charges shall further action and deliver or cause to be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit delivered such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form further documents as may be required by the Lender in Security Instruments or otherwise as the Collateral Agent may request to effect the transactions contemplated by this regardArticle IIIA. SEI shall pledge, and shall cause each applicable Subsidiary to pledge, to the Borrower and/or Collateral Agent for the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability benefit of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 thatCollateral Agent, the Lender shall have right of lien over all the assets of the Borrower Administrative Agent 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.athe
Appears in 1 contract
Security. a) In consideration of 3.01 Subject as hereinafter provided the Lender granting Borrower as beneficial owner hereby mortgages, charges and assigns to the Loan and Bank as a continuing security for the same, payment and discharge of the Secured Obligations: FIRST the immoveable property of the Borrower and/or the Guarantor(sboth present and future and all buildings and fixtures (including trade fixtures) hereby agree(s) from time to create security in favour time on any such property all liens charges options agreements rights and interests over land both present and future and all plant machinery vehicles computers and office and other equipment of the Lender over Borrower both present and future and any substitution or replacement thereof and all the assets as set out in Schedule 5 herein (hereinafter collectively referred to as accessories and parts pertaining thereto and the “Security”). The Borrower full benefit of all warranties and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour maintenance contracts for any 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 same (excluding stock in the event of not remitting the same, the Lender may debit such amount to the loan account trade of the Borrower.
b) The Security provided under this Agreement shall be for repayment ). SECONDLY each and every of the Loan together with the interest those stocks shares bonds and other obligations herein. At no point securities of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security kind whatsoever whether marketable 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised otherwise in any instrument(s) executed company 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same entity registered in the name of the Borrower and/or Lender or its nominee and all rights interests titles and benefits of the Borrower both present and future thereto and therein and incidental thereto the certificates or other documents of title for which are deposited with the Bank by the Borrower from time to time (but excluding any of the same pledged pursuant to Clause 3.02). THIRDLY each and every of those stocks shares bonds and securities of any kind whatsoever whether marketable or otherwise in any company or entity whether bearer or registered in the name of the Borrower or its nominee including without prejudice to the generality of the foregoing, any book-entry securities and all rights interests titles and benefits of the Borrower both present and future thereto and therein and incidental thereto (but excluding any of the same pledged pursuant to Clause 3.02 or mortgaged pursuant to Secondly above). FOURTHLY all the rights titles and benefits of the Borrower whatsoever, present or future under or arising out of any contract for the sale or purchase of any stocks shares bonds or securities of any kind whatsoever in any company or entity to which the Borrower may be a party (whether as principal or agent) whether now or at any time in the cost future (whether directly or through any agent or nominee) together with all the Borrower's rights and title and interest in and to any security for the performance of any such contract and all claims, remedies and revenues accruing to or received or derived by or available to the Borrower in respect of any such contracts or security (but excluding any book debts charged pursuant to the premises Fifthly described). FIFTHLY all book and other debts revenues and claims both present and future (including things in action which may give rise to a debt revenue or claim and the proceeds of such debts revenues and claims) due or owing or which may become due or owing to or purchased or otherwise acquired by the Borrower and the full benefit of all rights and remedies relating thereto including but not limited to any negotiable or non- negotiable instruments guarantees indemnities debentures legal and equitable charges and other security reservation or proprietary rights rights of tracing liens and all other rights and remedies of whatsoever nature in respect of the same Provided always that no property mortgaged charged pledged or assigned pursuant to Secondly, Thirdly or Fourthly above or Clause 3.02 shall be mortgaged charged pledged or assigned pursuant to this Clause Fifthly. SIXTHLY the uncalled capital goodwill and all patent applications trade marks trade names registered designs and copyrights and all licences and ancillary and connected rights relating to the intangible property both present and future of the Borrower. SEVENTHLY the whole of the undertaking and all other property assets and rights of the Borrower whatsoever and wheresoever both present and future including but not limited to the stock in trade of the Borrower wheresoever and the premises First, Secondly, Fourthly and Sixthly described (if and in so far as the Lender charges thereon herein contained shall for any reason be ineffective as fixed charges) and all assets acquired after the date or dates upon which the floating security hereby created crystallises.
3.02 The Borrower hereby pledges and agrees to pledge to and in favour of the Bank as a continuing security for the payment of all moneys and the discharge of all obligations and liabilities hereby covenanted to be paid or otherwise hereby secured each and every of those instruments, bonds, certificates and other documents of any kind whatsoever whether marketable or otherwise now or at any time hereafter deposited by the Borrower with the Bank the title to and property in which are capable of passing by delivery.
3.03 The Borrower hereby declares that the security hereby created shall extend to and include all dividends and interest paid or payable on or in respect of any of the Securities after the date of this Deed and all stocks, shares, rights money or property accruing or offered by way of redemption, bonus, preference, option or otherwise to or in respect of the Securities and all allotments, accretions, offers, rights, benefits and advantages whatsoever accruing, offered or arising in respect of the same Provided that nothing in this Clause 3.03 shall be construed as placing on the Bank any obligation or liability whatsoever in respect of any of the foregoing.
3.04 The charges created by this Deed shall rank:
(a) as regards the Fixed Charged Assets, as first fixed charges; and
(b) as regards the Floating Charge Assets, as first floating charges (subject to Clause 3.05).
3.05 Save as permitted under this Deed, (i) if the Borrower mortgages, charges, pledges or assigns or otherwise encumbers (whether by way of fixed or floating security) any of the Floating Charge Assets or attempts so to do without the prior consent in writing of the Bank or (ii) if any person levies or attempts to levy any distress execution sequestration or other process against any of the Floating Charge Assets or (iii) if under any other security created by the Borrower with the consent of the Bank, any floating charge is entitled converted to deduct a fixed charge, or (iv) if the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted Bank gives notice to that effect to the Borrower. , then (and in each such case) the charge hereby created over the assets the subject thereof shall automatically without notice operate as a fixed charge instantly such event occurs.
3.06 The subsequent year’s premium as mentioned Borrower hereby agrees that the Bank may at any time without notice after making demand on the Borrower for all or any sums hereby secured and notwithstanding any settlement of account or other matter whatsoever combine or consolidate all or any of the then existing accounts of the Borrower including accounts in the Schedule 3 shall be paid name of the Borrower jointly with others held by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aBank.
Appears in 1 contract
Sources: Deed of Debenture (Four Media Co)
Security. a) In consideration If the Master Collateral Agent is also an Indenture Trustee and/or a Collateral Agent and, as such, determines that it has a conflicting interest on account of its acting as Master Collateral Agent, the Master Collateral Agent shall eliminate such conflicting interest by resigning as Master Collateral Agent hereunder rather than resigning as such Indenture Trustee or Collateral Agent. The Controlling Party shall appoint a successor to the Master Collateral Agent upon any such resignation by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Bank and WFAL2; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Bank and WFAL2 or by any defect therein. Notwithstanding the foregoing, prior to the receipt by the Bank and WFAL2 of a Controlling Party Notice, such appointment shall be subject to the consent of the Lender granting Bank and WFAL2, which consent shall not be unreasonably withheld. Upon the Loan making and as a security for the sameacceptance of such appointment, the Borrower and/or execution and delivery by such successor Master Collateral Agent of a ratifying instrument pursuant to which such successor Master Collateral Agent agrees to assume the Guarantor(s) hereby agree(s) to create security in favour duties and obligations imposed on the Master Collateral Agent by the terms of the Lender 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 authoritiesthis Agreement, and the cost incurred delivery to such successor Master Collateral Agent of the Collateral and related documents then held by the Lender for creation of retiring Master Collateral Agent, such charges successor Master Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the Master Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Master Collateral Agents hereunder. No Master Collateral Agent shall be borne discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Master Collateral Agent shall have been transferred and delivered to the Borrower successor Master Collateral Agent and such retiring Master Collateral Agent shall be paid by have executed and delivered to the Borrower upfront or at successor Master Collateral Agent appropriate instruments establishing the time successor Master Collateral Agent as the record holder of registration all liens and security interests in favor of the charge Indenture Trustee and the Collateral Agent in the event of not remitting the same, the Lender may debit Collateral and transferring to such amount successor Master Collateral Agent all power given pursuant to the loan account this Agreement to act as attorney-in-fact of the Borrower.
b) The Bank and WFAL2, and each of them, for purposes of this Agreement. Each such successor Master Collateral Agent shall provide the Bank, WFAL2 and Financial Security provided under this Agreement shall with its address, and its telephone and telecopier numbers, to be used for repayment purposes of the Loan together Section 7.04 hereof, in a notice complying with the interest and other obligations herein. At no point terms of time the Borrower and/or the Guarantor(s) shall be 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 Lendersaid Section.
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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Master Collateral Assignment Agreement (Westcorp /Ca/)
Security. (a) In consideration Tenant and Landlord hereby acknowledge and agree that Landlord has been asked to contribute the value of the Lender granting Land and its personnel, resources and expertise toward the Loan development of the Land and as a security the construction thereon of the Building to Tenant's specifications for the samepurpose of leasing the same to Tenant and, but for the agreements of Tenant herein regarding, in particular, the Borrower and/or payment of Base Rent during the Guarantor(sfirst seven (7) hereby agree(syears of the Lease Term, Landlord would not agree to construct the Building, obtain a loan to finance such construction (herein, the "Construction Loan"), or enter into this Lease. Tenant and Landlord acknowledge and agree that this Lease shall serve to evidence the obligations of Landlord, as developer, regarding the development of the Land and the construction of the Building and also the obligations of Landlord and Tenant, as lessor and lessee. Landlord and Tenant have identified certain development costs that will be incurred by Landlord including (i) amounts to be expended by Landlord in connection with the performance of Landlord's obligations hereunder and the delivery of the Leased Premises to Tenant on or before the Commencement Date of the Lease (including, specifically, the costs of Tenant Finish Work, brokerage commissions, and Landlord's overhead fees and expenses), (ii) following the occurrence of an Event of Default under this Lease by Tenant (particularly if such Event of Default shall occur prior to the Commencement Date of this Lease), additional interest payable on, and other costs related to the delayed repayment of, the Construction Loan, additional costs to design, redesign and construct alternative interior tenant finish work (including costs, if any, to any general contractor or subcontractor to commence or recommence work in respect of the Building or any interior tenant finish) to create security in favour the specifications of any replacement tenants who desire to lease any portion of the Lender over the assets as set out Building after an Event of Default hereunder 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 respect of Tenant, additional leasing commissions payable by Landlord 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together connection with the interest and other obligations herein. At no point reletting of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.athe
Appears in 1 contract
Sources: Lease Agreement (Cirrus Logic Inc)
Security. a) In consideration LANDLORD has agreed not to hold a security deposit on behalf of the Lender granting the Loan and as a security for the sameTENANT. However, the Borrower and/or the Guarantor(s) hereby agree(s) TENANT has agreed, if required by LANDLORD, due to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower and / TENANT’s continued late payments 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 LANDLORD, to deposit the sum of time$50,000.00 to be held as security for the faithful performance and observance by TENANT of the terms, provisions and conditions of this lease. It is agreed that in the view event TENANT defaults beyond applicable grace and notice periods in respect of Lenderany of the terms, provisions and conditions of this lease, including, but not limited to, the Security provided by payment of Basic Annual Rent and Additional Rent, LANDLORD may use, apply or retain the Borrower and/or whole or any part of the Guarantor(s) under this Agreement security so deposited to the extent required for the payment of any Basic Annual Rent and Additional Rent or any other sum as to which TENANT is not sufficient to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner default beyond applicable grace and form as 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 Lender terms, covenants and conditions of the lease. The security deposit shall be placed in this regardsegregated 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 notification replace the amount of security so applied and the Borrower and/or failure of TENANT to replace the Guarantor(ssame shall be deemed and construed to be a failure in the payment of Additional Rent and LANDLORD shall have the same remedies therefore as if TENANT had failed to pay any item of Additional Rent. In the event that TENANT shall fully and faithfully comply with all the terms, provisions, covenants and conditions of this lease, the security shall be returned to TENANT within thirty (30) hereby agrees to provide days after the additional security within date fixed as the time period as stated by the Lender.
d) The liability end or sooner termination of the Borrower lease and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour after delivery of entire possessions of the Lender shallDemised Premises to LANDLORD free of all subtenants, 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 licensees, occupants and the Guarantor(s) hereby agree that, the Lender shall have any 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 any way, dispose off their assets without the prior written consent of 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 catastrophypossession. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure 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 pay transfer the amount within security to the stipulated timevendee or lessee and the LANDLORD shall thereupon be released by TENANT from all liability for the return of such security, then 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 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 amount is payable together with interest @36% p.aassignment, encumbrances, attempted assignment or attempted encumbrance. December 15, 2005 15 /s/ JD Initial /s/ JU
Appears in 1 contract
Sources: Lease Agreement (Cargo Connection Logistics Holding, Inc.)
Security. a) In consideration of The Tenant shall at all times maintain on deposit with the Lender granting Landlord cash in the Loan and Required Amount as a security for the samefull and faithful keeping, observance and performance of all of the covenants, agreements, terms, provisions and conditions of this Lease provided to be kept observed or performed by the Tenant (expressly including without being limited to, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour payment as and when due of the Lender over fixed rent, percentage rent, if any, additional rent and any other sums or damages payable by the assets Tenant under this Lease) and the payment of any and all other damages for which the Tenant shall be liable by reason of any act or omission contrary to any of said covenants, agreements, terms, provisions or conditions. If at any time the Tenant shall be in default in the payment as set out aforesaid of any such fixed rent, percentage rent, additional rent, and/or any other sums or damages or shall otherwise be in Schedule 5 herein (hereinafter collectively referred default in the keeping, observance or performance of any of the covenants, agreements, terms, provisions or conditions of this Lease, then at the Landlord's election, the cash on deposit with it as aforesaid may be applied by the Landlord to the payment of the fixed rent, percentage rent, additional rent, other sums or damages in respect to which the Tenant is so in default and/or, if the Tenant is otherwise in default in the keeping, observing or performing as aforesaid of any of the covenants, agreements, terms, provisions or conditions of this Lease, said cash on deposit may be applied by the Landlord to the payment of such costs and expenses as the “Security”)Landlord shall incur in curing any such default. The Borrower and / or If as a result of any such application of any such cash, the Guarantor hereby authorizes amount of cash so on deposit with the Lender Landlord shall at any time be less than that hereinabove specified, the Tenant shall forthwith deposit with the Landlord additional cash in an amount equal to create charge over the said assets in favour deficiency. If, at the expiration of the Lender by registering term of charges with various authoritiesthis Lease, and the cost incurred by the Lender for creation all of such charges said fixed rent, percentage rent, if any, additional rent, other sums or damages, costs or expenses shall be borne by the Borrower and shall be have been paid by the Borrower upfront Tenant to the Landlord and the Tenant shall not be in default in the keeping, observance or at performance of any other covenant, agreement, term, provision or condition of this Lease, then the time of registration Landlord shall return to the Tenant all, or such part of the charge and in the event of not remitting the samecash, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together if any, then on deposit with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed Landlord pursuant 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 Lenderthis Article.
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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. (a) In consideration of the Lender granting the Loan and as a As security for the samepayment of the Borrowing, the Borrower and/or the Guarantor(s) hereby agree(s) obliges itself to create security mortgage in favour favor of the Lender Lenders only such machineries/equipment/chattels the value of which shall be two (2) times the outstanding amount of the Borrowing. In this regard, the Borrower hereby creates, establishes and constitutes in favor of the Lenders a chattel mortgage over such of its machineries/equipment or other chattels situated at its plant in Carmona, Cavite with a value of two (2) times the assets as set out in Schedule 5 herein outstanding amount of the Borrowing (hereinafter collectively referred to as the “SecurityMortgaged Machineries/Equipment/Chattels”). The Borrower Mortgaged Machineries/Equipment/Chattels are more particularly described in the attached list marked as Annex “A” and / made an integral part hereof. It is understood and agreed that all additions and accretions to, or replacements or substitutions of, said Mortgaged Machineries/Equipment/Chattels shall be made and subject to the Guarantor hereby authorizes lien of this chattel mortgage and shall be held for the Lender to create charge over the said assets in favour security and payment of the Lender by registering outstanding amount of charges with various authoritiesthe Borrowing including interest, expenses or any such other obligations owing to the Lenders under this Agreement precisely the same as the Mortgaged Machineries/Equipment/Chattels marked as Annex “A”.
(b) The Borrower states that it is the sole and beneficial owner of the Mortgaged Machineries/Equipment/Chattels 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 described in the Financial Statements as of December 31, 2006, or in the notes thereto, or as provided under Section 6.02(d) hereof.
(c) During the term and existence of this Agreement, the Borrower shall insure or cause to be insured at all times and at its own expense the Mortgaged Machineries/Equipment/Chattels against loss, fire, theft, pilferage, or otherwise, for the full insurance value payable to the Lenders as their interest in the Mortgaged Machineries/Equipment/Chattels may appear, and it shall endorse and deliver the cost incurred policy or policies of insurance to the Lenders, and in default thereof, the Lenders may, at their option, insure the Mortgaged Machineries/Equipment/Chattels and any and all sums so paid by the Lender Lenders for creation of such charges insurance shall be borne 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 Lenders, either by themselves or through their duly appointed representative/s may have the right to see and inspect the Mortgaged Machineries/Equipment/Chattels to find out their state or condition, upon a prior written notice of at least 24 hours submitted to the Borrower and only to be conducted during regular business hours from 9:00 am to 5:00 pm.
(d) The Borrower shall be paid by not, during the Borrower upfront or at the time of registration existence of the charge and in mortgage, encumber with a second mortgage the event of not remitting Mortgaged Machineries/Equipment/Chattels, or any part thereof, without the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Lenders. Nor shall the Borrower and/or transfer the Guarantor(s) under this Agreement is not sufficient Mortgaged Machineries/Equipment/Chattels to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets another location without the prior written consent of the LenderLenders, which consent shall not be unreasonably withheld.
f(e) The Borrower may sell or dispose of the Mortgaged Machineries/Equipment/Chattels, provided the Borrower shall strive have the consent of Majority Lenders (which consent shall not be unreasonably withheld) and immediately replace the Mortgaged Machineries/Equipment/Chattels with other Machineries/Equipment/Chattels such that at all times it is maintained that the value of the mortgage is two times the outstanding amount of the Borrowing. In this case, the Borrower undertakes to insure execute a new Chattel Mortgage document to cover the assets mentioned under Schedule 5 substitute collateral. It is agreed that the Borrower shall furnish all documentary stamps for the new Chattel Mortgage and pay all fees for the notarization and registration (if required by the Lenders) of the documents connected therewith.
(f) In the event the Borrower should fail to pay the Lenders the sum of money or Borrowing secured by this mortgage, or any part thereof, when due, or is in default within the meaning of this agreement against Agreement, the risk Lenders shall have the right at their election, to foreclose this mortgage in accordance with the provisions of fireAct No. 1508, burglary as amended, otherwise known as the Chattel Mortgage Law, and/or any other applicable law, and the proceeds of such sale of the mortgaged machineries/equipment shall be applied in accordance with Section 2.07(b).
(g) The Borrower agrees and undertakes to execute and deliver to a Lender such other catastrophy. In case documents which said Lender may from time to time reasonably request from the Lender insures Borrower in connection with the same mortgage.
(h) Effective upon the breach of any condition of this mortgage and in addition to the name remedies herein stipulated, the Lenders are hereby appointed attorneys-in-fact of the Borrower and/or Lender at the cost with full powers and authority, to take actual possession of the BorrowerMortgaged Machineries/Equipment/Chattels, without the Lender is entitled necessity of any judicial order or any other permission or power, to deduct remove, sell or dispose of the first year’s premium amount as mentioned Mortgaged Machineries/Equipment/Chattels or take any other legal action that may be deemed necessary, to lease any of the Mortgaged Machineries/Equipment/Chattels and collect rents therefor; to execute bills of sale, leases or agreements that may be deemed convenient; to make repairs or improvements in the Schedule 2 Mortgaged Machineries/Equipment/Chattels and pay the same and perform any other act which the Majority Lenders may deem convenient for the proper administration of the Mortgaged Machineries/Equipment/Chattels. The payment of any expenses advanced by the Lenders in proportion to their respective Commitment or Advances, in connection with the purposes indicated is also guaranteed by this mortgage. Any amount received from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower sale, disposal or administration abovementioned which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case executed by Majority Lenders by virtue of debit, such amount shall be payable by the 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 that power is payable together with interest @36% p.ahereby ratified.
Appears in 1 contract
Security. (a) In consideration As collateral for the payment of any and all obligations of Applicant to NationsBank under the Agreement, Applicant hereby grants to NationsBank a security 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 Credit, and any and all other property shipped under or in connection with the Credit or in any way related thereto or to any of the Lender granting instruments drawn thereunder (whether or not such documents or property are released to or upon the Loan 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 Agreement, NationsBank shall be subrogated to the rights of Applicant in respect of any transaction to which the Credit relates. Insofar as a any property which may be held by NationsBank or for NationsBank's account as collateral hereunder may be released to or upon the order of Applicant, Applicant hereby acknowledges that such delivery of property is in trust pending satisfaction of Applicant's obligations to NationsBank under the agreement, and hereby agrees to execute and/or file such receipts, agreements, forms or other documents as NationsBank may request to further evidence NationsBank interests in such property, it being understood that NationsBank's rights as specified therein shall be in furtherance of and in addition to (but not in limitation of) NationsBank's rights hereunder. If at any time and from time to time NationsBank in 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 of Applicant under the sameAgreement, collateral of a type and value satisfactory to NationsBank or make such cash payment 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 Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour name of any Nationsbank's nominees all or any part of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred property subject to as the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour any of the Lender security interest granted under or contemplated by registering the Agreement. NationsBank is also authorized, at its option, to file financing statements without the signature of charges Applicant with various authoritiesrespect to all or any part of such property. Applicant will pay the cost of any such filing and, upon the request of NationsBank, 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 cost incurred property subject to any of the security interests granted under or contemplated by the Lender 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 creation cash, or credit or for future delivery, and upon such other terms as NationsBank may deem commercially reasonable. To the extent notice of sale of such charges property shall be borne required by the Borrower and law, reasonable notification shall be paid satisfied by the Borrower upfront written notice mailed or delivered to Applicant at the time address specified above at least five business days prior to the date of registration 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 the charge and rights of NationsBank in respect of any such property. In the event of not remitting sale of, collection from, or other realization upon all or any part of such property. NationsBank may, in its discretion, hold the same, proceeds thereof to as additional collateral hereunder or then or at any time thereafter apply the Lender may debit such amount proceeds thereof to the loan account payment of such of the Borrower.
b) The Security provided under this Agreement shall be for repayment costs and expenses referred to above and such of the Loan together with obligations of Applicant under the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall Agreement, whether or not then due, as NationsBank may determine in its discretion, any surplus to be allowed paid over to withdraw any Security Applicant or part of it provided hereunder except with the prior written consent of the Lender, which consent to whomever 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is lawfully entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, receive such amount shall be payable by the 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 payable together with interest @36% p.asurplus.
Appears in 1 contract
Sources: Revolving Credit Agreement (Travis Boats & Motors Inc)
Security. (a) In consideration As collateral security for Maker's obligation to make full and timely payment of the Lender granting Principal of this Note, and all accrued interest thereon, Maker has granted Payee a first priority lien and security interest in and to the Loan and Limited Partnership Interest (the "Collateral"). Maker has delivered, or will deliver, to Payee a certificate evidencing its ownership of the limited partnership interest (the "Certificate") which Payee shall retain possession of as a collateral security for Maker's obligations under this Note until this Note, inclusive of all accrued interest, has been paid in full by Maker. In addition, Maker hereby covenants to prepare and/or execute and/or record all documents and instruments requested of it by Payee or its counsel for the samepurpose of perfecting and otherwise effectuating such lien and security interest and hereby authorizes Payee, as Maker's attorney-in-fact, to execute all such documents and instruments on its behalf and to file and/or record same wherever required.
(b) Upon the occurrence of an Event of Default under this Note, Payee shall have all of the rights and remedies of a secured creditor under the Uniform Commercial Code of the State of New York with respect to the Collateral. Upon payment in full to Payee of the Principal of this Note, and all accrued interest thereon, the Borrower lien and security interest in the Collateral shall be deemed terminated, Payee shall deliver the Certificate to Maker and Payee shall prepare and/or execute and/or record all documents and instruments requested of it by Maker, or its counsel, for the Guarantor(s) hereby agree(s) to create purpose of terminating such lien and security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower interest and / or the Guarantor Payee hereby authorizes the Lender to create charge over the said assets in favour of the Lender by registering of charges with various authoritiesMaker, 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the BorrowerPayee's attorney-in-fact, to enable the Lender execute at that time all such documents and instruments on its behalf and to cover the insurance file and/or record same wherever required for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.apurpose.
Appears in 1 contract
Security. (a) In consideration To secure the full and punctual payment of the Lender granting Purchase Price and Assignee’s indemnification obligations hereunder, the Assignee hereby grants the Assignor a continuing security interest in all of the Assignor’s right, title and interest in, to and under (i) the Liquidation Proceeds; (ii) any payment or repayment of the obligations outstanding under the Loan Agreement; and as a security for (iii) the sameproceeds and products of subsections (i) and (ii) hereof to secure prompt payment and performance of the Purchase Price (collectively, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “SecurityLiquidation Collateral”). The Borrower This Agreement constitutes a security agreement under the uniform Commercial Code in any applicable jurisdiction and / or the Guarantor hereby authorizes the Lender Assignor is entitled to create charge over the said assets in favour all of the Lender by registering rights and remedies 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 the event of not remitting the samea secured party thereunder. Furthermore, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement Assignee shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with not, without obtaining the prior written consent of the LenderAssignor, which consent may be given at the discretion further pledge, assign or grant any security interest in any of the Lender.
c) If at Liquidation Collateral, or permit any point encumbrance to attach thereto or to be made thereon. The Assignee shall maintain the security interest created by this Section 1.5 as a first priority perfected security interest and will defend the right, title and interest of timethe Assignor in and to the Liquidation Collateral against the claims and demands of all other persons whomsoever. The security interest created hereby shall remain in full force and effect until payment in full of the Purchase Price and any Accrued Interest. Upon payment in full of the Purchase Price and any Accrued Interest, in if any, this security interest shall terminate and the view of Lender, the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient Assignor agrees to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) execute and deliver to provide Assignee or its designee such additional security in such manner instruments and form documents as may be reasonably requested by the Assignee to evidence such termination, and hereby authorizes the Assignee or its designee to take such actions as may be necessary to file or record such instruments or documents evidencing termination of the security interest in the appropriate public records. In the event Assignee obtains any third party secured financing, Assignor shall reasonably consider subordinating the security interest in the Liquidation Collateral created herby to the security interest of any such third party financing source, but is under no obligation to do so. Assignee acknowledges and agrees that it shall be obligated to repay any such third party financing with its own funds, and any such indebtedness shall not be taken into account for purposes of calculating the Purchase Price payable to Assignor pursuant to Section 1.4.
(b) The Assignee authorizes the Assignor to file any financing statement or statements required by Assignor to establish or maintain the Lender in this regardvalidity, perfection and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability priority of the Borrower security interest granted herein in connection with the Liquidation Collateral. The Assignee agrees that at any time and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or from time to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shalltime, at the time when expense of 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 thatAssignee, the Lender shall have right of lien over Assignee will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the assets of the Borrower Assignor may reasonably request, in order to perfect and the Guarantor(s) for the Loan availed by the Borrower either under this Agreement protect any security interest granted or under any other agreement purported to be granted hereby or financial assistance availed by the Borrower from the Lender. The Borrower and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender Assignor to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, exercise and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender enforce its rights and in the event of failure to pay the amount within the stipulated time, then such amount is payable together with interest @36% p.aremedies hereunder.
Appears in 1 contract
Security. a) In consideration 36.01. Tenant has deposited with Landlord the sum of the Lender granting the Loan and $14,177.50 as a security for the samefull and faithful performance and observance of Tenant of Tenant’s covenants and obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of Tenant’s covenants and obligations under this lease, including, but not limited to, the Borrower and/or payment of fixed rent and additional rent, Landlord may, but shall not be required to use, apply or retain the Guarantor(s) hereby agree(s) whole or any part of the security so deposited and the interest accrued thereon, if any, to create the extent required for the payment of any fixed rent and additional rent or any other 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 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 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 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 beyond any applicable grace period. Except in connection with a permitted assignment of this Lease, Tenant shall not assign or encumber or attempt to assign or encumber the security deposited herein or any interest thereon to which Tenant is entitled, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
36.02. Landlord shall deposit the security in favour an interest bearing account in a New York bank and the interest earned thereon, less one (1%) percent of the Lender 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 principal of the Lender by registering of charges with various authoritiessecurity deposit which Landlord may retain as an administrative charge, and the cost incurred by the Lender for creation of such charges shall be borne paid to Tenant annually, provided Tenant is not then in default.
36.03. In lieu of the cash security deposit provided for in Sections 36.01 and 36.02 hereof, Tenant may deliver to Landlord, and, shall, except as otherwise provided herein, maintain in effect at all times during the term hereof, an irrevocable letter of credit, in form and substance reasonably satisfactory to Landlord in the amount of the required security deposit 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 Borrower 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 paid automatically renewed from year to year unless terminated by the Borrower upfront or at issuer thereof by notice to Landlord given not less than forty-five (45) days prior to the time expiration thereof. Except as otherwise provided herein, Tenant shall, throughout the term of registration of the charge and this Lease deliver to Landlord, in the event of not remitting the sametermination of any such letter of credit, the Lender may debit replacement letters of credit in lieu thereof (each such amount to the loan account letter of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest credit and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security such extensions or part of it provided hereunder except with the prior written consent of the Lenderreplacements thereof, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be be, is hereinafter referred to as a “Security Letter”) no later than forty-five (45) days prior to the loan accountexpiration date of the preceding Security Letter. The term of each such Security Letter shall be not 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 36.03, Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder. To insure that Landlord may utilize the security represented by the Security Letter in the manner, 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 issuing bank accompanied by a statement signed by an officer of Landlord that Tenant is in default under the Lease or that Tenant has failed to obtain a replacement of the Security Letter on a timely basis, as the case may be.
36.04. In the event Tenant defaults in respect to any of debitthe terms, provisions, covenants and conditions of this Lease, including, but not limited, 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 such 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.
36.05. 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 but does not terminate this Lease as provide in Article 18 hereof, Landlord may, in addition to exercising its rights as provided in subsection 36.02, retain the unapplied and unused balance of the principal amount of the 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 such 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 payable by not less than the Borrower within 7 days security required hereunder.
36.06. In the event that Tenant shall fully and faithfully comply with all of receipt the terms, provisions, covenants and conditions of notice from this Lease, the Lender security shall be returned to Tenant after the date fixed as the end of the Lease and in after delivery of entire possession of the demised premises to Landlord. In the event of failure a sale of the Land and Building or leasing of the Building, landlord shall have the right to pay transfer any interest it may have in the amount within security to the stipulated timevendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security, then provide such amount vendee or lessee assumes any responsibilities of Landlord with respect to such security, and Tenant agrees to look solely to the new landlord for the return of said security; and it is payable together with interest @36% p.aagreed 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 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.
Appears in 1 contract
Sources: Lease (Langer Inc)
Security. a8.01. Upon execution of this Lease, Tenant shall deposit with Landlord the Security Deposit for the full and faithful payment and performance by Tenant of Tenant’s obligations under this Lease. Such Security Deposit shall be by certified funds or an irrevocable, evergreen letter of credit issued (in favor of Superior Mortgagee) In consideration by a federally chartered bank in Seattle, Washington or such other location approved by Landlord. If Tenant defaults in the full and prompt payment and performance of any 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 Lender granting Security Deposit so deposited to the Loan and as a security extent required for the samepayment of any Rent or any other 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 Deposit, Tenant shall, upon demand, immediately deposit with Landlord a sum equal to the amount so used, applied and retained as the Security Deposit. If Tenant shall fully and faithfully pay and perform all of Tenant’s obligations under this Lease, the Borrower and/or Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant, without interest, after the Guarantor(s) hereby agree(s) date on which this Lease shall expire or sooner end or terminate, and after delivery to create security in favour Landlord of entire possession of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Demised Premises. 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 In the event of not remitting the same, the Lender may debit such amount to the loan account any sale or leasing of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower Building and/or the Guarantor(s) Land, Landlord shall be allowed have the right 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, transfer the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient Deposit to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender which Tenant is entitled to deduct the first year’s premium amount as mentioned in vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the Schedule 2 from the loan amount granted return or payment thereof and Tenant shall look solely to the Borrowernew landlord for the return or payment of the same. The subsequent year’s premium provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. The Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as mentioned in the Schedule 3 security, and neither Landlord nor its successors or assigns shall be paid bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding the Borrower which will be added foregoing, provided Tenant’s net worth, as certified by a reputable accounting firm, exceeds $10,000,000.00, then commencing on the fifth (5th) anniversary of the Commencement Date and for each anniversary date thereafter for so long as Tenant’s net worth continues to exceed $10,000,000.00 the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount Security Deposit shall be debited or credited as reduced at the case may be to the loan account, and in case rate of debit, such amount shall be payable by the 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 payable together with interest @36% p.atwenty (20%) percent per year.
Appears in 1 contract
Security. (a) In consideration of the Lender granting the Loan and as a As security for the sameprompt payment in full when due of Borrower's Obligations hereunder, whether now existing or hereafter from time to time arising, Borrower hereby pledges and grants to Lender a Security Interest in and lien on all of Borrower's right, title and interest in, to and under the Primary Collateral, which shall include a first priority interest in all equipment and other assets and rights acquired by Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 authoritiesany Advance, and when perfected, subordinate only to the cost incurred by the Lender for creation of such charges shall be borne by the Borrower senior secured claims and shall be paid by the Borrower upfront or at the time of registration of the charge and interests specified on Schedule 2.3 to this Agreement; provided, however, in the event of not remitting the sameoccurrence of any repayment obligation described in Section 2.4(b) hereof, the Borrower shall immediately grant to Lender may debit such amount a security interest in and to the loan account of Expanded Collateral and the Borrowerobligations hereunder shall thereafter be secured by a lien in the Expanded Collateral.
(b) The Security provided under At any time from and after execution and delivery of this Agreement shall Agreement, Borrower will promptly join with Lender in providing information for, and executing and filing, any and all financing statements, assignments, certificates, instruments and any other documents with respect to the Primary Collateral and, as necessary, to the Expanded Collateral (both the Primary Collateral and the Expanded Collateral are referred to herein as "Collateral") pursuant to the Uniform Commercial Code, any other applicable law or otherwise as may be for repayment of the Loan together with the interest necessary or appropriate in Lender's sole discretion, in any and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed all jurisdictions Lender elects, to withdraw any Security or part of it provided hereunder except with the prior written consent of the enable Lender, which consent at Lender's expense, to create, preserve, perfect or otherwise protect or renew any security interest that Lender has and may be given at the discretion of the Lender.
c) If have at any point of time, from time to time, in the view Collateral and otherwise under this Agreement. In the event, and only to the extent, that Borrower is unable or unwilling to so duly execute and deliver or otherwise perform in accordance with the immediately preceding sentence, Borrower hereby irrevocably and unconditionally authorizes and appoints each of Lender's Chief Executive Officer and Chief Financial Officer as their attorney-in-fact for the limited purpose of acting in Borrower's name and stead to perform all other acts that Lender deems appropriate to perfect and continue the security interests conferred by this Agreement.
(c) Upon the acquisition, using funds delivered as an Advance, after the Security provided by the Borrower and/or the Guarantor(s) under date of this Agreement is not sufficient by Borrower of any equipment covered by a certificate of title or ownership, Borrower shall use all commercially reasonable efforts to cover cause Lender to be listed as the entire loan amountlienholder on such certificate of title, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be take all other action required by the Lender in or consistent with this regardSection 2.3, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability deliver evidence of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or same 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 lostpromptly.
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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. (a) In consideration of the Lender granting event Tenant deposits with Landlord any Security Deposit, the Loan and same shall be held as a security for the samefull and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Borrower and/or payment of Rent, Landlord may use, apply or retain the Guarantor(s) hereby agree(s) to create security in favour whole or any part of the Lender over Security Deposit to the assets extent required for the payment of any Rent or any other sums as set out to which Tenant is in Schedule 5 herein (hereinafter collectively referred default or for any sum which Landlord may expend or may be required to as 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour reletting of the Lender Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by registering Landlord. If Landlord shall so use, apply or retain the whole or any part of charges the security, Tenant shall upon demand immediately deposit with various authoritiesLandlord a sum equal to the amount so used, applied and retained, as security 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 the cost incurred by the Lender for creation after delivery to Landlord of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration entire possession of the charge and in Demised Premises. In the event of not remitting 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 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 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 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 Lender Letter of Credit may debit be of the type which is automatically renewed on an annual basis. In the alternative, such amount 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 loan account expiration date of such Letter of Credit ("Annual Renewal Date"). In any event, Tenant shall maintain the BorrowerLetter of Credit and its renewals in full force and effect during the entire Term of this Lease (including any renewals, replacements or extensions) and for a period of thirty (30) days thereafter. The Letter of Credit will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) thirty (30) days' advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date.
b) The Security provided under this Agreement 8.03. In the event Tenant shall be for repayment fail to deliver to Landlord a substitute irrevocable Letter of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 timeCredit, in the view of Lenderamount stated above, on or before thirty (30) days prior to the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient to cover the entire loan amountnext Annual Renewal Date, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) Landlord shall be joint and severalpermitted, notwithstanding that any Security or Securities comprised in any instrument(supon two (2) executed or days written notice 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the BorrowerTenant, to enable draw upon the Lender Letter of Credit and treat the proceeds thereof as a cash Security Deposit and apply same to cover the insurance any default of Tenant or for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable any purpose authorized by the 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 payable together with interest @36% p.aSection 8.01(a)
Appears in 1 contract
Sources: Lease (Kasper a S L LTD)
Security. Upon the termination of the Guarantor’s obligations under SECTION 3 or if the excess of aggregate amount paid by the Guarantor under SECTION 3 over the aggregate amount reimbursed to it pursuant to Section 10.1(l) of the Management Agreement equals not less than Fifty Million dollars ($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) In consideration for the full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall 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 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 HPT; 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 entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Lender granting the Loan Guarantor hereunder in such order and at such times as a security for the sameHPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shallinvested, 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 thatGuarantor’s risk, 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted interest bearing investments reasonably acceptable to the BorrowerGuarantor. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan accountAny interest on such cash collateral, and any losses in case of debitsuch investments, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure belong to pay the amount within the stipulated time, then such amount is payable together with interest @36% p.aIHG.
Appears in 1 contract
Sources: Consolidated Guaranty Agreement (Hospitality Properties Trust)
Security. (a) In consideration Prior to the Commencement Date, Sub-Subtenant shall 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 Lender granting terms, covenants, and conditions of this Sub-Sublease to be 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 Loan provisions relating to the payment of rent, Sub-Sublandlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent or any other 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 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, however, if any portion of the Security Deposit is applied to repair damages to the Sub-Subleased Premises caused by Sub-Subtenant or Sub-Subtenant's agents or to clean the Sub-Subleased Premises, then the balance of the Security Deposit shall be 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 a aforesaid, thereupon Sub-Sublandlord shall be discharged from any further liability with respect to such Security Deposit.
(b) As additional security for the sameperformance 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 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 Sub-Subtenant under this Sub-Sublease, without waiver of any rights that Sub-Sublandlord may have under this Sub-Sublease or at law or in equity as a result of such default, Sub-Sublandlord shall have the right to 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 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 Sub-Subtenant's failure to do so shall constitute a default by Sub-Subtenant under this Sub-Sublease. In addition, the Borrower and/or failure at any time by Sub-Subtenant to keep the Guarantor(s) hereby agree(s) to create security Letter of Credit in favour of the Lender over the assets full force and effect 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 required hereunder shall constitute a default 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided Sub-Subtenant under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 LenderSub-Sublease.
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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Sub Sublease (Preview Systems Inc)
Security. a) In consideration 8.1 The Total Indebtedness of the Lender granting Borrower shall be secured by creation of Security as detailed at Serial No. 8 of the Loan Schedule and in such manner to the satisfaction of the Bank. Any delay in creation of Security beyond the agreed time period under this Agreement/in the Offer Letter shall result in payment of Penal Charges as a security stated under Schedule-II attached hereto.
8.2 The Borrower shall, from time to time at the request of the Bank do all such acts and/or execute all such documents as the Bank may consider necessary for creating and perfecting the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security Security in favour of the Lender 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 Bank/ Person acting on behalf of the Lender by registering of charges with various authoritiesBank. Further, and the cost incurred by the Lender for creation of such charges shall be borne by the Borrower shall ensure that all formalities, filings, registrations etc. (including but not limited to the filing of e-Form CHG- 1 (in the prescribed form) and shall be paid by the Borrower upfront or at the time issuance of certificate of registration of charge by the charge Registrar of Companies and the necessary filing with Central Registry of Securitization Asset Reconstruction and Security Interest of India and registration of the security documents with Registrar of Sub Assurances) that are required to be complied with and all stamp, registration duties and charges that are required to be paid in connection with the event relevant Security Documents have been complied with or paid to the satisfaction of not remitting the sameBank.
8.3 The Bank has the right to review the Security and also to call for additional Security if in its opinion, the Lender may debit such amount to the loan account of the Borrower.
b) The existing Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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(sexisting Obligor (s) are or will be unable to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lenderperform their obligations.
d) 8.4 The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or given pursuant 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 document in terms of this Agreement or financial assistance availed otherwise at any time in future shall be and remain a continuing security and accordingly shall:
(a) not be discharged by any intermediate payment by the Borrower from or any settlement of accounts between the Lender. The Borrower and Guarantor(sthe Bank;
(b) hereby agree that they shall be in addition to and not in substitution for or derogation of any way, dispose off their assets without other security which the prior written consent Bank may at any time hold in respect of the Lender.Total Indebtedness/obligations hereunder;
f(c) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, Security for all amounts due and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aunder this Agreement.
Appears in 1 contract
Sources: Term Loan Agreement
Security. a) In consideration 8.01. Upon execution of this Lease, Tenant shall deposit with Landlord the Security Deposit for the full and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any 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 Lender granting Security Deposit so deposited to the Loan and as a security extent required for the samepayment of any Rent or any other 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 Deposit, Tenant shall, upon demand, immediately deposit with Landlord a sum equal to the amount so used, applied and retained as the Security Deposit. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the Borrower and/or Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant, with interest at the Guarantor(s) hereby agree(s) then current passbook savings rate, after the date on which this Lease shall expire or sooner end or terminate, and after delivery to create security in favour Landlord of entire possession of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Demised Premises. 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 In the event of not remitting the same, the Lender may debit such amount to the loan account any sale or leasing of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower Building and/or the Guarantor(s) Land, Landlord shall be allowed have the right 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, transfer the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient Deposit to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender which Tenant is entitled to deduct the first year’s premium amount as mentioned in vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the Schedule 2 from the loan amount granted return or payment thereof and Tenant shall look solely to the Borrowernew landlord for the return or payment of the same. The subsequent year’s premium provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. The Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as mentioned in the Schedule 3 security, and neither Landlord nor its successors or assigns shall be paid bound by the Borrower which will be added to the EMI amount payable by the Borrowerany such assignment, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payableencumbrance, the difference amount shall be debited attempted assignment or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aattempted encumbrance.
Appears in 1 contract
Sources: Lease Agreement (Access Integrated Technologies Inc)
Security. a) In consideration A. Subtenant has heretofore deposited with Sublandlord the sum of $360,504 .00 (the Lender granting the Loan and "Security Deposit Amount"), as a security for the samefaithful performance and observance by Subtenant of all of the covenants, agreements, terms, provisions and conditions of this Sublease. Subtenant agrees that, if Subtenant shall default (following notice and the explanation of an applicable cure period) with respect to any of the covenants, agreements, terms, provisions and conditions that shall be the obligation of Subtenant to observe, perform or NY 74350677vl keep under the terms of this Sublease, including the payment of the Fixed Rent and additional rent, Sublandlord may use, apply or retain the whole or any part of the security being held by Sublandlord (the "Security") to the extent required for the payment of any Fixed Rent and additional rent, or any other payments as to which Subtenant shall be in default (following notice and the explanation of an applicable cure period) or for any monies which Sublandlord may expend or may be required to expend by reason of Subtenant's default in respect of any of the covenants, agreements, terms, provisions and conditions of this Sublease, including any damages or deficiency in the reletting of the Sublease Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Sublandlord. Sublandlord shall not be required to so use, apply or retain the whole or any part of the Security so deposited, but if the whole or any part thereof shall be so used, applied or retained, then Subtenant shall, upon demand, deposit with Sublandlord an amount in cash equal to the amount so used , applied or retained, so that Sublandlord shall have the entire Security Deposit Amount on hand at all times during the Term. In the event that Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants, agreements and conditions of this Sublease, the Borrower and/or Security shall be returned to Subtenant after the Guarantor(s) hereby agree(s) to create security in favour Expiration Date and delivery of exclusive possession of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred entire Sublease Premises to as the “Security”)Sublandlord. 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 In the event of not remitting an assignment of Sublandlord's interest in, under or to this Sublease: (i) Sublandlord shall transfer the same, the Lender may debit such amount Security to the loan account assignee or lessee or transferee, (ii) Sublandlord shall thereupon be released by Subtenant from all liability for the return of such Security, and (iii) Subtenant agrees to look solely to Sublandlord's successor for the ret urn of said Security; it being agreed that the provisions hereof shall apply to every transfer or assignment made of the BorrowerSecurity to a new Sublandlord. Subtenant further covenants that Subtenant will not assign or encumber or attempt to assign or encumber the monies deposited herein as Security, and that neither Sublandlord nor Sublandlord's successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
b) The Security provided B. In the event that the amount of the security deposit required under this Agreement the ▇▇▇▇▇▇▇▇▇ shall be for repayment of increased or decreased, then the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) Security Deposit Amount shall be allowed to withdraw any Security increased 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 Lenderdecreased by a corresponding amount.
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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Sublease (Siga Technologies Inc)
Security. a(1) In consideration Upon entering into this Agreement, at the same time, the “MiCo” shall provide to the “Mainstream” with the Pledged Shares equivalent to 250% of the Lender granting Investment Amount (the Loan and as a security for “Security Standard Amount”) to guarantee the samepayment obligations to the “Mainstream” (the “Secured Debt”) under this Agreement. For the avoidance of doubt, the Borrower and/or number of Pledged Shares shall be calculated by dividing the Guarantor(s) hereby agree(s) to create security in favour Security Standard Amount by the closing price of the Lender over Pledged Shares on the assets as set out in Schedule 5 herein day before the closing date of the SPA (hereinafter collectively referred if the closing date is not the Trading Date, the immediately following the Trading Date), rounded up to one decimal place.
(2) If (i) the value of the total Pledged Shares calculated based on the closing price of the Pledged Shares (the “Security Valuation Amount”) on any trading date after the Effective Date is less than 200% of the Investment Amount (the “Minimum Security Standard Amount”) and (ii) the Security Shortage status is maintained for five (5) consecutive Trading Dates including the relevant Trading Date, the “Mainstream” shall request the “MiCo” to provide additional shares to “the Mainstream”, equal to the difference between the value of the total Pledged Shares based on the closing price of the Pledged Shares on the fifth Trading Date (the “Security Shortage Date”) and the Security Standard Amount (the “Security Shortage Amount”), within three (3) Business Days from the Security Shortage Date (the “Additional Pledged Shares”).
(3) The “MiCo” shall provide the “Mainstream” with the Additional Pledged Shares equivalent to the Security Shortage Amount within three (3) Business Days from the date of receiving the request from the “Mainstream” pursuant to Article 9 (2). For the avoidance of doubt, the number of shares provided as the Additional Pledged Shares shall be calculated by dividing the Security Shortage Amount by the closing price of the Pledged Shares on the Security Shortage Date, rounded up to one decimal place. Even if the Security Valuation Amount exceeds the Security Standard Amount, the “SecurityMainstream” shall not return the previously provided the Pledged Shares or the Additional Pledged Shares.
(4) If the value of the total Pledged Shares based on the closing price of the Pledged Shares on the Regular Security Valuation Dates, which are March 21, 2024, June 21, 2024, and September 21, 2024, after the Effective Date (if such date is not the Trading Date, the Trading Date immediately thereafter, hereinafter the “Regular Security Valuation Date”) (the “Regular Security Valuation Amount”). , falls below the Security Standard Amount, The Borrower and / or “MiCo” shall additionally provide the Guarantor hereby authorizes “Mainstream” with shares in addition to the Lender existing Pledged Shares (the “Regular Additional Pledged Shares”) equal to create charge over the said assets in favour amount less than the Security Standard Amount (the “Regular Security Shortage Amount”) by the next Business Day of the Lender Regular Security Valuation Date. For the avoidance of doubt, the number of shares provided as the Regular Additional Pledged Shares shall be calculated by registering of charges with various authorities, and dividing the cost incurred Regular Security Shortage Amount 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 closing price of the charge and in Pledged Shares on the event of not remitting Regular Security Valuation Date, rounded up to one decimal place. Even if the sameRegular Security Valuation Amount exceeds the Security Standard Amount, the Lender may debit such amount “Mainstream” shall not return the existing Pledged Shares.
(5) If the “MiCo” fails to repay the Secured Debt to the loan account of “Mainstream”, the Borrower.
b) The Security provided under this Agreement shall be for “Mainstream” may sell the received Pledged Shares and use the proceeds, after deducting all expenses, to offset the “MiCo”‘s repayment of the Loan together with Secured Debt.
(6) The “Mainstream” shall return the interest and other obligations herein. At no point of time remaining balance, if any, to the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent “MiCo” after receiving full repayment of the Lender, which consent may be given at the discretion Secured Debt of the Lender“MiCo” pursuant to Article 9 (5).
c(7) If at there is any point of time, in the view of Lenderremaining Secured Debt after offsetting according to Article 9(5), the Security “MiCo” shall repay it.
(8) The details of the Pledged Shares 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 additional security in such manner and form as may be required “MiCo” are governed by the Lender in this regard, Stock Pledge Agreement to be entered into between the “MiCo” and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender“Mainstream”.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Price Return Swap Agreement (MiCo IVD Holdings, LLC)
Security. a) In consideration To the extent requested by Indemnitee and approved by the Board of Directors of the Lender granting Company, the Loan Company may at any time and as a from time to time provide security to Indemnitee for the sameCompany’s obligations hereunder through an irrevocable bank line of credit, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 funded trust or other security documents collateral. Any such security, once provided to Indemnitee, may not be outstanding revoked 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 any way, dispose off their assets released without the prior written consent of 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 catastrophyIndemnitee. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure a Potential Change in Control, as defined herein, or a Change in Control, the Company shall, promptly upon written request by Indemnitee, create a Trust for the benefit of Indemnitee and from time to pay the amount within the stipulated time, then upon written request by or on behalf of Indemnitee to the Company, shall fund such amount is payable together Trust in an amount, as set forth in such request, sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with interest @36% p.aan indemnifiable event. The terms of the Trust shall provide that upon a Change in Control: (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the Trustee shall advance, within ten (10) business days of a request by Indemnitee, any and all Expenses to Indemnitee, not advanced directly by the Company to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the circumstances under which Indemnitee would be required to reimburse the Company under this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the Trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and (v) all unexpended funds in such Trust shall revert to the Company upon a final determination that Indemnitee has been fully indemnified under the terms of this Agreement. Nothing in this Section 11 shall relieve the Company of any of its obligations under this Agreement. A Potential Change in Control shall be deemed to have occurred if: (i) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; (ii) the Company or any person publicly announces an intention to take or to begin taking actions which if completed would constitute a Change in Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
Appears in 1 contract
Sources: Indemnification Agreement (Ameriprise Financial Inc)
Security. a) In consideration This Note is the promissory note referred to in the Deed of Trust and is secured by the Deed of Trust. Reference is made to the Deed of Trust for a description of the Lender granting nature and extent of the Loan and as a security for the sameafforded thereby, the Borrower and/or the Guarantor(s) hereby agree(s) to create security rights of Lender in favour respect of the Lender 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 authoritiessuch security, and the cost incurred by terms and conditions upon which this Note is secured. ▇▇▇▇▇▇ is entitled to 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 benefits of the charge Deed of Trust and Lender may enforce the agreements of Borrower contained therein and exercise the remedies provided therein or otherwise in respect thereof, all in accordance with the Deed of Trust. In the event that the Property or any part thereof or any interest therein is sold, agreed to be sold, conveyed, encumbered, alienated or otherwise transferred by Borrower (except for the Permitted Liens, as defined in the event Deed of not remitting the sameTrust), the Lender may debit such amount to the loan account whether by operation of law or otherwise, this Note, irrespective of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations due date expressed herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 option of Lender and without demand or notice, shall immediately become due and payable. This provision shall apply to each and every sale, transfer, encumbrance or conveyance, regardless whether or not Lender has consented to, or waived, ▇▇▇▇▇▇'s rights hereunder, whether by action or non-action in connection with any previous sale, transfer or conveyance. Payment of this Note shall be secured by the proceedings are taken against Deed of Trust. Borrower, however, shall remain personally liable for payment of this Note, and assets of ▇▇▇▇▇▇▇▇, in addition to the Borrower or Guarantor(s) collateral under the guarantee Deed of Trust, may be applied to the satisfaction of ▇▇▇▇▇▇▇▇'s obligations hereunder. Nothing contained in this Note shall limit the rights of Lender to proceed against Borrower for any losses, claims, suits, judgments, liabilities, penalties, damages, costs or other security documents be outstanding or unrealized or lost.
e) The Borrower and the Guarantor(s) hereby agree thatexpenses (including, without limitation, the Lender shall have right reasonable fees and disbursements of lien over all ▇▇▇▇▇▇'s legal counsel) due to the assets of the fraud, intentional misrepresentation or intentional waste committed by 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the BorrowerNote, the Lender is entitled to deduct Deed of Trust or the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited transactions contemplated hereby or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.athereby.
Appears in 1 contract
Security. (a) In consideration Borrower shall secure the repayment of all amounts due or which may become due to the Lenders from Borrower in accordance with the provisions of the Lender granting Loan Documents (including the Bridge Loan Amount) by creating the following charges:
(i) A floating charge on all of Borrower’s present and future tangible and intangible assets and rights of any kind, whether contingent or absolute as a security for more fully set forth in the sameFloating Charge Debenture attached hereto as Schedule 1.8(a) (the “Floating Charge” and “Floating Charge Debenture”, respectively); and
(ii) A fixed charge on the Borrower and/or Company’s (i) intellectual property rights, and (ii) accounts receivable, all as more fully set forth in the Guarantor(sFixed Charge Debenture attached hereto as Schedule 1.8(b) hereby agree(s(the “Fixed Charge” and “Fixed Charge Debenture”, respectively).
(b) to create security in favour of In this Agreement, (1) the Lender over the assets as set out in Schedule 5 herein (hereinafter Floating Charge and Fixed Charge shall collectively be referred to as the “SecurityCharges”, (2) the assets forming the subject matter of the Charges shall be referred to as the “Charged Assets”; and (3) the Floating Charge Debenture and Fixed Charge Debenture shall collectively be referred to as the “Charge Debentures”.
(c) As soon as practicable following the Loan Date, Borrower shall file with the applicable foreign governmental agencies the documents necessary to reflect the Charges with respect to Borrower’s Intellectual Property, more specifically referred to in the Charge Debentures as ‘Pledgor’s IP’ (the “Foreign Charges”). The Borrower shall bear all costs and / or expenses in connection with such filings. It is expressly agreed that the Guarantor hereby authorizes the Lender to create charge over the said assets in favour filing of the Lender by registering of charges with various authorities, and the cost incurred by the Lender for creation of such charges Foreign Charges hereunder shall be borne by deemed to satisfy Borrower’s undertaking to file such Foreign Charges pursuant to the Borrower and shall be paid by the Borrower upfront or at the time last paragraph of registration Section 1.8 of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the BorrowerBridge Loan Agreement.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
(d) The liability Each of Beilis, Zisapel and Chill (the Borrower “Co-Lenders”) expressly and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 irrevocably agree that they shall not in take any wayaction to realize their security interest under the Charge Debentures unless (i) the outstanding Loan Amount owed to such Co-Lender(s) exceeds $100,000; (ii) at least 7 days prior notice of the contemplated action was delivered to the Lead Lender, dispose off their assets without and (iii) such action received the Lead Lender’s prior written consent, which consent can be withheld for any reason or for no reason, except that no such consent from the Lead Lender shall be required subsequent to the settlement, by the Company, of the Lender.entire portion of the Loan Amount owing thereby to the Lead Lender (whether by way of repayment or conversion pursuant to Section 1.2 hereof)
(e) For the avoidance of doubt, by execution of this Agreement Lead Lender hereby provides its consent, pursuant to Section 4.7 (f) The Borrower shall strive to insure of the assets mentioned under Schedule Bridge Loan Agreement and Section 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name each of the Borrower and/or Lender at Fixed and Floating Charge Debentures (as defined under the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by Bridge Loan Agreement) for the Borrower which will be added to enter into the EMI amount payable by Charge Debentures (as defined herein) and the Borrower, to enable creation the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aCharges hereunder.
Appears in 1 contract
Security. (a) In consideration of the Lender granting the Loan and as a As security for Borrower's obligations to Lender under this Agreement now or hereafter arising (the same"OBLIGATIONS"), Borrower hereby pledges to Lender, and grants to Lender a first priority continuing security interest in, lien on and right of setoff against all Collateral transferred to or otherwise received by Lender hereunder or the Custodian on behalf of Lender. Upon the return by or on behalf of Lender to Borrower of any such Collateral, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower interest 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 authoritieslien granted hereunder on such Collateral will be released immediately and, 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the extent possible, without further action by Lender or Borrower.
(b) The Security provided under this Agreement On or prior to the Disbursement Date, Borrower shall be for repayment transfer to Lender Eligible Collateral with a Market Value as of the Disbursement Date equal to the Required Collateral Amount (calculated assuming the disbursement of the Initial Loan Amount).
(c) On each Prepayment Date, against payment of the applicable Prepayment Amount, together with interest due thereon pursuant to Section 5(b)(ii), and provided that no Event of Default shall have occurred and be continuing, Lender shall transfer to Borrower Collateral specified by Borrower having a Market Value as of such date as close as practicable to 200% MULTIPLIED BY such Prepayment Amount.
(d) If, on any Custodial Business Day other than a Prepayment Date, the interest and other obligations herein. At no point of time Required Collateral Amount exceeds the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent Market Value of the Collateral, Borrower shall, upon demand by Lender, which consent may be given at the discretion subject to subsection (i) below, transfer to Lender Eligible Collateral having a Market Value as of the Lenderdate of transfer at least equal to the amount of such excess (a "DELIVERY AMOUNT").
c(e) If at If, on any point of time, in the view of LenderCustodial Business Day other than a Prepayment Date, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability Market Value of the Borrower and Collateral exceeds the Guarantor(s) shall be joint and severalRequired Collateral Amount, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shall, at upon demand by Borrower, subject to subsection (i) below, transfer to Borrower Collateral specified by Borrower having a Market Value as of the time when date of transfer as close as practicable to the proceedings are taken against amount of such excess (a "RETURN AMOUNT").
(f) The transfer of Eligible Collateral or Collateral pursuant to subsections (d) and (e) shall occur no later than 5:00 p.m., New York time, on the Borrower date of demand, if demand is made by noon, New York time, on such day, or, if demand is made thereafter, by 5:00 p.m., New York time, on the Custodial Business Day next following the date of demand.
(g) All Collateral hereunder shall be held by the Custodian, as agent for Lender, pursuant to the Custodial Undertaking. All transfers of Eligible Collateral or Guarantor(s) Collateral required to be made to or by Lender, as appropriate, hereunder shall be made to or by the Custodian under the guarantee or other security documents be outstanding or unrealized or lost.
e) The Custodial Undertaking, unless the parties otherwise agree. Borrower and the Guarantor(s) hereby agree that, the acknowledges that Lender shall have right of lien over all the assets of the no responsibility or liability to 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of Custodian's failure to pay the amount within the stipulated time, then such amount is payable together with interest @36% p.apromptly and properly discharge Lender's obligation to transfer Collateral hereunder.
Appears in 1 contract
Security. aa. Owner shall secure all of its obligations under this Agreement by furnishing to Silverthorne in either cash or via letter of credit in the amount of $ , in a form acceptable to Silverthorne issued by a Colorado bank or another lender (the “Issuer”) In consideration acceptable to Silverthorne.
b. If Owner fails to perform or observe any obligation or condition required by this Agreement, and if such default or defaults remains uncured for more than thirty (30) days after Owner's receipt of written notice thereof from Silverthorne, Silverthorne may either (A) cure the default at Owner's expense and draw on the Letter of Credit from time to time to pay the costs it incurs in connection therewith or (B) issue written notice advising Owner that specific Improvements constructed have been deemed unacceptable until the Owner complies with all obligations and conditions of this Agreement.
c. The procedures for drawing on the Letter of Credit shall apply whether there may be one or more defaults, or a succession of defaults on the part of Owner in performing the terms, requirements and conditions contained in this Agreement.
d. If requested by Owner, Silverthorne may consider allowing partial releases of the Lender granting Letter of Credit as construction of the Loan and as a security Improvements progresses. Partial releases shall be considered only for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security completion of Improvement items and quantities identified in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower Exhibits B 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 C. Partial release requests shall be borne by the Borrower made in writing and shall be accompanied by appropriate records documenting the Improvement items completed, their quantities, lengths and/or limits and associated cost amounts. This documentation may include, but is not limited to copies of bills and paid invoices, the schedule of values for the work performed and schedule of values summarizing the work remaining, as well as any other supporting documentation requested by Silverthorne. Silverthorne may elect to inspect the Borrower upfront or at Improvements to verify their completion and shall determine the time of registration amount of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account partial release within ten (10) business days following its receipt of the Borrowerrequest. If Silverthorne agrees that the amount of the partial release request appears to be in proper proportion for the amounts of the completed (and remaining) Improvements and that the Improvements have been constructed in accordance with the approved Engineering Plans and any other applicable requirements of this Agreement, then Silverthorne may release a portion of the Letter of Credit. The amount of the partial release shall be the amount or quantity of the Improvement completed as identified in Exhibit B. Partial release requests shall be made no more frequently than once per calendar month.
b) The Security provided under this Agreement e. No determination by Silverthorne of construction performed nor any partial release of any portion of the Letter of Credit shall be for repayment deemed as acceptance of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 LenderImprovements by Silverthorne.
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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Subdivision Improvements Agreement
Security. aLandlord shall develop jointly with Tenant, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, a commercially reasonable security plan (the “Security Plan”) In consideration for the exterior perimeter and Common Areas of the Lender granting Project. Landlord shall provide (or cause to be provided) security to the Loan Project in accordance with the Security Plan, the cost of which shall constitute an Operating Expense. Notwithstanding anything to the contrary contained in Section 5, prior to the commencement of construction of the Spectrum 3 Building by Landlord, Tenant shall, as part of Operating Expenses, be responsible for all costs and expenses incurred by Landlord with respect to the provision of security to the Project. Notwithstanding the fact that Landlord provides (or causes to be provided) security services at the Project at any time during the Term, Landlord shall not be deemed to owe Tenant, or any person claiming by, through or under Tenant, any special duty or standard of care as a result of Landlord’s provision of such security services and in no event shall Landlord be responsible for the sameefficacy of such security measures. Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts. Subject to the terms of this Lease, including, without limitation, Tenant’s compliance with Section 12, Tenant, at Tenant’s sole cost and expense, shall have the right to install and maintain a security and card access system including cameras inside and outside the Premises (including, as may be coordinated with Landlord as provided below, the Borrower and/or Common Areas) (“Tenant’s Security System”), subject to the Guarantor(sfollowing conditions: (i) hereby agree(s) Tenant’s plans and specifications for the proposed location of Tenant’s Security System and Tenant’s protocol for the operation of Tenant’s Security System shall be subject to create security in favour Landlord’s prior written approval, which approval will not be unreasonably withheld; provided, however, that Tenant shall coordinate the installation and operation of Tenant’s Security System with Landlord to assure that Tenant’s Security System may be compatible with the Building’s systems and equipment and Tenant does not violate the reasonable privacy rights of any other occupants of the Lender over the assets Project; (ii) Landlord shall be provided with keys, codes and/or access cards, 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 authoritiesapplicable, and means of immediate access to fully exercise all of its entry rights under the Lease with respect to the Premises; and (iii) Tenant shall be solely responsible, at Tenant’s sole cost incurred by and expense, for the Lender for creation monitoring, operation and removal of such charges Tenant’s Security System. Upon the expiration or earlier termination of this Lease, Tenant shall remove Tenant’s Security System. All costs and expenses associated with the removal of Tenant’s Security System and the repair of any damage to the Premises and the Building resulting from the installation and/or removal of same shall be borne solely by the Borrower and shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount Tenant. Notwithstanding anything to the loan account of the Borrower.
b) The Security provided under this Agreement contrary contained herein, Landlord shall not be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed directly or indirectly liable to withdraw Tenant, any Security Tenant Parties 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 person and Tenant hereby waives any and all claims against and releases Landlord from any and all claims arising as a consequence of or financial assistance availed by related to Tenant’s Security System, or the Borrower from the Lender. The Borrower and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of the Lenderfailure thereof.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. (a) In consideration of the Lender granting event Tenant deposits with Landlord any Security Deposit, the Loan and same shall be held as a security for the samefull and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults beyond any applicable notice and cure period, if any, in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Borrower and/or payment of Rent, Landlord may use, apply or retain the Guarantor(s) hereby agree(s) to create security in favour whole or any part of the Lender over security so deposited to the assets extent required for the payment of any Rent or any other sums as set out to which Tenant is in Schedule 5 herein (hereinafter collectively referred default or for any sum which Landlord may expend or may be required to as 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour reletting of the Lender Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by registering Landlord. If Landlord shall so use, apply or retain the whole or any part of charges the security, Tenant shall upon demand immediately deposit with various authoritiesLandlord a sum equal to the amount so used, applied and retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the security 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 the cost incurred by the Lender for creation after delivery to Landlord of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration entire possession of the charge and in Demised Premises. In the event of not remitting 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 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) In lieu of all or a portion of the cash security required by this Lease, 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 cure any default of Tenant or for any purpose authorized by Section 8.01(a) of this Lease 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 all times during the Term of the Lease and 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, provided such vendee or lessee is bound by all the terms and provisions of this Lease.
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 Lender Letter of Credit may debit such amount to the loan account be of the Borrowertype which is automatically renewed on an annual basis (Annual Renewal Date), provided however, in such 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 or extensions) and for a period of thirty (30) days thereafter. The Letter of Credit will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) sixty (60) days' advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date.
b) The Security provided under this Agreement 8.03. In the event Tenant shall be for repayment fail to deliver to Landlord a substitute irrevocable Letter of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 timeCredit, in the view amount stated above, on or before thirty (30) days prior to the next Annual Renewal Date, said failure shall be deemed a default under this Lease. Landlord may, in its discretion treat this the same as a default in the payment of LenderRent or any other default and pursue the appropriate remedy. In addition, and not in limitation, Landlord shall be permitted to draw upon the Letter of Credit as in the case of any other default by Tenant under the Lease.
8.04. Provided Tenant is not in default of its obligations under this Lease beyond any applicable notice and/or cure periods, if any, Landlord shall consent to a reduction of the Security provided by Deposit in the Borrower and/or amount of $285,000.00 on the Guarantor(s) second anniversary of the Commencement Date resulting in a total Security Deposit of $250,000.00. Provided Tenant is not in default of its obligations under this Agreement is not sufficient Lease, Landlord shall consent to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability a reduction of the Borrower and Security Deposit in the Guarantor(s) amount of $75,000.00 on the fourth anniversary of the Commencement Date. In the event Landlord has accepted a Letter of Credit in lieu of cash security, such reduction shall be joint and several, notwithstanding that any Security or Securities comprised reflected by a reduction in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour amount of the Lender shallLetter of Credit, 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 either by amendment of the Borrower Letter of Credit in form and the Guarantor(s) for the Loan availed substance reasonably satisfactory to Landlord or by the Borrower either under this Agreement or under any other agreement or financial assistance availed by the Borrower from the Lender. The Borrower furnishing of a replacement Letter of Credit in form and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive substance reasonably satisfactory to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophyLandlord. In case the Lender insures the same in the name no event however shall any Letter of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance Credit contain a provision for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aits automatic reduction.
Appears in 1 contract
Sources: Lease Agreement (Childrens Place Retail Stores Inc)
Security. a) In consideration 41.01 Tenant has deposited with Landlord the sum of the Lender granting the Loan and 70,000.00 as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour faithful performance and observance by Tenant of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower terms, provisions, covenants and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour conditions 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 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 beyond applicable notice and cure periods, including, but not remitting the samelimited to, the Lender payment of fixed annual rent and additional rent, Landlord may debit such amount use, apply or retain the whole or any part of the security so deposited to the loan account extent required for the payment of any fixed annual 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 Borrower.
b) 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. The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(ssecurity (or any remaining balance thereof after application by Landlord as permitted above) shall be allowed returned to withdraw any Security or part of it provided hereunder except with Tenant within sixty (60) days after the prior written consent date fixed as the end of the Lender, which consent may be given at the discretion Lease and after delivery of entire possession 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 demised premises to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophyLandlord. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure a sale of the Land and Building or leasing of the Building, of which the demised premises form a part, Landlord shall transfer the security to pay 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 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 Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained. Said shall “burn-down” so that on the twenty fifth (25th) month anniversary of the Commencement Date, the required security shall be reduced to $50,000.00 and maintained at that level until the expiration of this Lease, and within the stipulated timethirty (30) days of such 25th month anniversary, then such amount is payable together with interest @36% p.aLandlord shall return $20,000 to Tenant.
Appears in 1 contract
Sources: Lease Agreement (Enernoc Inc)
Security. Upon the termination of the Guarantor's obligations under Section 3 or if the excess of aggregate amount paid by the Guarantor under Section 3 over the aggregate amount reimbursed to it pursuant to Section 10.1(l) of the Management Agreement equals not less than Fifty Million dollars ($50,000,000), HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) In consideration for the full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall 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 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 HPT; 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 entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Lender granting the Loan Guarantor hereunder in such order and at such times as a security for the sameHPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shallinvested, 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 thatGuarantor's risk, 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted interest bearing investments reasonably acceptable to the BorrowerGuarantor. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan accountAny interest on such cash collateral, and any losses in case of debitsuch investments, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure belong to pay the amount within the stipulated time, then such amount is payable together with interest @36% p.aIHG.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Hospitality Properties Trust)
Security. (a) In consideration of the Lender granting the Loan and as a As security for the sameprompt payment and performance of all Secured Obligations of Borrower, Borrower has heretofore granted and assigned or shall grant and assign, in accordance with the provisions of the Collateral Documents applicable to Borrower, to the Collateral Agent for the benefit of the Secured Creditors with respect to all of Borrower's Secured Obligations, all of its right, title and interest in and to all of the Collateral. Additionally, all Secured Obligations shall be guaranteed by each Guarantor under the Guarantee and Collateral Agreement and the Operating Bank Guaranty, to the extent provided therein, and the obligations of the Guarantors under the Guarantee and Collateral Agreement shall be secured pursuant to the terms of the Collateral Documents required to be executed and delivered by them hereunder. Upon the effective date of the sale of all of the stock owned by Borrower or any Subsidiary of, or the effective date of the sale of all of the assets of, any Guarantor permitted hereunder, such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement.
(b) Upon the application by the Borrower or any Subsidiary of any Reinvestment Proceeds to the acquisition of any new property or assets, the Borrower and/or the Guarantor(s) hereby agree(s) or such Subsidiary at its expense shall immediately cause such acquired property or assets to create become subject to Liens and security interests in favour favor of the Lender over Collateral Agent to secure the assets as set out in Schedule 5 herein (hereinafter collectively referred Secured Obligations to the same extent, and with the same priority, as the “Security”). The Borrower Liens and / security interests which covered or extended to the Guarantor hereby authorizes property or assets the Lender disposition of which gave rise to create charge over the said assets in favour such Reinvestment Proceeds, provided, however, that if any portion of the Lender by registering of charges with various authorities, and gross proceeds realized upon the cost incurred by the Lender for creation disposition of such charges asset were applied to discharge any Debt or other obligations secured by a Lien on such assets which was prior to the Liens granted under the Collateral Documents, then there shall not be borne by permitted to be any Lien on the Borrower and shall be paid by replacement property, other than Liens under the Borrower upfront or at the time of registration Collateral Documents, except for Liens permitted pursuant to clause (iv) of the charge and definition of "Permitted Liens" in connection with the event acquisition of such replacement assets, provided that such Liens do not remitting secure Debt or other obligations in an amount in excess of the same, the Lender may debit such amount Debt or other obligations discharged with respect to the loan account asset disposed of the Borrower.
b) The Security provided under this Agreement shall (except for acquisitions of individual items of replacement exercise equipment which may be for repayment of the Loan together subject to purchase money financing on customary terms in accordance with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability practices of the Borrower and its Subsidiaries, and except that, with respect to dispositions of not more than three health clubs after the Guarantor(sClosing Date on which the Collateral Agent held Liens of second priority, the Debt and other obligations secured by Liens on the replacement property having priority over the Liens under the Collateral Documents may exceed the amount of the Debt or other obligations with respect to the assets disposed of by not more than (i) $3,000,000 with respect to any such replacement property or (ii) $7,000,000 for all such replacement properties). Upon any such acquisition, such acquired property or assets shall be joint deemed to constitute Collateral for all purposes of this Agreement and severalthe Collateral Documents, notwithstanding that any Security or Securities comprised in any instrument(s) collateral documents executed or to be executed and delivered by the Borrower and/or or any of its Subsidiaries to grant the Guarantor(s) in favour liens and security interests required by this Section shall be deemed to be Collateral Documents for all purposes of this Agreement and the other Credit Documents, and any such application of Reinvestment Proceeds and acquisition of such property or assets shall be deemed a representation and warranty that, as of the Lender shalldate of such acquisition, 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 all representations and warranties contained in this Agreement and the Guarantor(s) hereby agree that, the Lender shall have right of lien over Collateral Documents applicable to such Collateral are true and correct in 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 any way, dispose off their assets without the prior written consent of the Lendermaterial respects.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Credit Agreement (Bally Total Fitness Holding Corp)
Security. a) In consideration Subject to the rights of the Lender granting holders of the Loan and Exchange Notes set forth in the Exchange Pledge Agreements as a governed by the Collateral Sharing Agreement, as security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein payment (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 whether at the time stated maturity, by acceleration or otherwise) of registration of the charge all obligations, liabilities and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability indebtedness of the Borrower to the Noteholders, whether now or hereafter owing or existing, arising under or relating to this Pledge Agreement, the Notes and the Guarantor(s) shall be joint other Loan Documents, and severalfor the payment, notwithstanding that any Security performance and discharge of all other obligations or Securities comprised in any instrument(s) executed undertakings now or to be executed by hereafter made for the Borrower and/or the Guarantor(s) in favour benefit of the Lender shall, at the time when the proceedings are taken against the Borrower or Guarantor(s) Noteholders under the guarantee or other security documents be outstanding or unrealized or lost.
e) The Borrower and the Guarantor(s) hereby agree thatthis Pledge Agreement, the Lender shall have right of lien over all Notes, the assets of the Borrower and the Guarantor(s) for the other Loan availed by the Borrower either under this Agreement Documents or under any other agreement agreement, promissory note or financial assistance availed undertaking now existing or hereafter entered into by the Borrower from with or to the Lender. The Borrower and Guarantor(s) hereby agree that they shall not in Noteholders pursuant to the terms hereof, including any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name guaranty or surety obligations of the Borrower and/or Lender at owed to the cost Noteholders arising under or relating to this Pledge Agreement, the Notes and the other Loan Documents, the Borrower hereby pledges, assigns, transfers and delivers to the Noteholders, and grants to the Noteholders (and which as to Collateral pledged pursuant to the Prior Pledge Agreements shall also constitute a confirmation, extension, renewal and affirmation of such liens), a continuing first priority lien and security interest (except as noted below or, in the case of Additional Collateral, as otherwise agreed by the Majority QIB Holders in accepting the same) in all of the Borrower's rights, title and interest in, to and under: (a) the Certificates representing the Collateral; (b) the Grantor Trust Right, subject to the Securitizations; (c) the Pledged Shares and Certificates; (d) any other property of the Borrower held by the Noteholders, the Lender is entitled to deduct Replacement QIB Noteholders, the first year’s premium amount as mentioned in Replacement Non-QIB Noteholders or the Schedule 2 from Collateral Agent on behalf of the loan amount granted Noteholders arising under or relating to the BorrowerLoan Documents, from time to time, or securing any other obligation of the Borrower to the Noteholders or any of their respective affiliates; (e) Additional Collateral; and (f) all proceeds, payments, income, products and profits derived from or related to the above-described property (all of the foregoing are collectively referred to herein as the "Collateral"). The subsequent year’s premium agreements and related documents evidencing the Grantor Trust Right and the Certificates, as mentioned well as related documents comprising such Collateral are set forth on Exhibit "C" and Exhibit "D" attached hereto and by this reference incorporated herein. The Pledged Shares described in Exhibit "D" and the Schedule 3 Residual Interest Instruments, Senior Trust Certificate and Interest Only Instruments described on Exhibit "C" and Exhibit "F" (attached hereto and by this reference incorporated herein) are Certificates, all of which are Collateral. The Collateral shall be paid by include all rights of the Borrower which will be added related to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payableCollateral, the difference amount shall be debited or credited as the case may be Additional Collateral and any other Collateral pledged pursuant to the loan accountterms hereof, and in case of debit, such amount shall be payable by including the 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 payable together with interest @36% p.afollowing:
Appears in 1 contract
Sources: Pledge and Security Agreement (Altiva Financial Corp)
Security. aThe Tenant concurrently with the execution of this Lease has deposited with Lessor the sum of Twelve hundered
(1) In consideration of the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour faithful performance and observance by Tenant of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower terms, provisions and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour conditions of the Lender by registering of charges with various authoritiesthis Lease; it is agreed that, 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 the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not remitting the samelimited to, the Lender payment of rent and additional rent Lessor may debit such amount use, apply or retain the whole or any part of the security so deposited to the loan account extent required for the payment of the Borrower.
b) The Security provided under this Agreement shall be any rent and additional rent or any other sum as to which tenant is in default or for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security sum which Lessor may expend 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 additional security in such manner and form as may be required to expend by the Lender reason of Tenant's default in this regard, and the Borrower and/or the Guarantor(s) hereby agrees respect to provide the additional security within the time period as stated by the Lender.
d) The liability any of the Borrower terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the Guarantor(s) re-letting of the 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 of the terms, provisions, covenants and conditions of this Lease, the security shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or returned to be executed by Tenant after the Borrower and/or date fixed as the Guarantor(s) in favour end 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 Lease and the Guarantor(s) hereby agree that, the Lender shall have right after delivery of lien over all the assets entire possession of the Borrower and premises to 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 any way, dispose off their assets without the prior written consent of 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 catastrophyLessor. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure a sale of the land and Building of ------------------------
(1) Lessor acknowledges that Lessee has paid these amounts in full upon execution of previous leases regarding these units with Lessor. which the premises form a part, Lessor shall have the right to pay transfer the amount within security to the stipulated time, then vendee and Lessor shall thereupon be released by Tenant from all liability for the return of such amount security and Tenant agrees to look to the new Lessor solely for the return of such security. It is payable together agreed that the provisions hereof shall apply to every transfer or assignment made of the 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 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 @36% p.aon the security.
Appears in 1 contract
Security. a) In consideration Taking into account the state of the Lender granting art, the Loan costs of implementation and the nature, scope, context and purposes of Processing as a security well as the risk (which may be of varying likelihood and severity) for the samerights and freedoms of natural persons, Receipt Bank shall in relation to Customer Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the Borrower and/or the Guarantor(smeasures referred to in Article 32(1) hereby agree(s) to create security in favour of the Lender over GDPR. In assessing the assets appropriate level of security, Receipt Bank shall take account in particular of the risks presented by the Processing, in particular from a Personal Data Breach. Customer authorises Receipt Bank to appoint Subprocessors in accordance with this Paragraph 5. Receipt Bank may continue to use those Subprocessors already engaged by Receipt Bank as at the date of this Data Processing Addendum, subject to Receipt Bank meeting within a reasonable timeframe (or having already met) the obligations set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Paragraph 5.4. The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour Receipt Bank shall give Customer prior written notice of the Lender by registering appointment of charges with various authoritiesany new Subprocessor, and including reasonable details of the cost incurred Processing to be undertaken by the Lender for creation Subprocessor. If, within ten (10) Business Days of such charges receipt of that notice, Customer notifies Receipt Bank in writing of any objections (on reasonable grounds) to the proposed appointment: Receipt Bank shall be borne by use reasonable efforts to make available a commercially reasonable change in the Borrower and shall be paid by the Borrower upfront or at the time of registration provision of the charge Services which avoids the use of that proposed Subprocessor; and in the event where: such a change cannot be made within thirty (30) Business Days from Receipt Bank receipt of not remitting the same, the Lender may debit such amount Customer’s notice; no commercially reasonable change is available; and/or Customer declines to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at bear the cost of the Borrowerproposed change, either Party may by written notice to the Lender other Party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. With respect to each Subprocessor, Receipt Bank shall ensure that the arrangement between Receipt Bank and the Subprocessor is entitled to deduct governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing Addendum (including those set out in Paragraph 4). Taking into account the first year’s premium amount nature of the Processing, Receipt Bank shall provide Customer with such assistance as mentioned may be reasonably necessary and technically possible in the Schedule 2 from circumstances, to assist Customer in fulfilling its obligation to respond to Data Subject Requests. Receipt Bank shall: promptly notify Customer if Receipt Bank receives a Data Subject Request; and ensure that Receipt Bank does not respond to any Data Subject Request except on the loan amount granted written instructions of Customer (and in such circumstances, at Customer’s cost) or as required by applicable laws. Receipt Bank shall notify Customer without undue delay upon Receipt Bank becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information (insofar as such information is, at such time, within Receipt Bank’s possession to allow Customer to meet any obligations under Data Protection Laws to report the BorrowerPersonal Data Breach to: affected Data Subjects; or the relevant Supervisory Authority(ies) (as may be determined in accordance with the Data Protection Laws). The subsequent yearReceipt Bank shall at Customer’s premium sole cost and expense co-operate with Customer and take such reasonable commercial steps as mentioned may be directed by Customer to assist in the Schedule 3 investigation, mitigation and remediation of each such Personal Data Breach. Receipt Bank shall be paid by the Borrower which will be added provide reasonable assistance to the EMI amount payable by the BorrowerCustomer, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payableat Customer’s cost, the difference amount shall be debited or credited as the case may be to the loan accountwith any data protection impact assessments, and prior consultations with Supervisory Authorities, which Customer reasonably considers to be required of Customer by Article 35 or Article 36 of the GDPR, in each case solely in relation to Processing of debitCustomer Personal Data by, such amount shall be payable by and taking into account the Borrower within 7 days nature of receipt of notice from the Lender Processing by, and in the event of failure to pay the amount within the stipulated timeinformation available to, then such amount is payable together with interest @36% p.aReceipt Bank.
Appears in 1 contract
Sources: Data Processing Addendum
Security. a) In consideration of the Lender granting the Loan 7.1 As general and as a continuing collateral security for the samedue payment of the Principal Sum, interest and all other monies payable hereunder or from time to time secured hereby and as security for the performance and observance of the covenants and agreements on the part of the Debtor herein contained, the Borrower and/or the Guarantor(s) Debtor hereby agree(s) grants, conveys, mortgages, charges, pledges and assigns to create security and in favour of the Lender Holder, all of the Debtor’s present and after-acquired real property and grants, assigns, transfers and sets over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower unto and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour of the Lender Holder by registering way of charges a general assignment and security interest, 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. In this Debenture, the mortgages, charges, pledges, assignments and security interests hereby constituted are called the “Security Interest” and the subject matter of the Security Interest is called the “Collateral”.
7.2 The Debtor shall not dispose of or otherwise deal with various authoritiesthe Collateral, except in the ordinary course of its business, without the consent of the Holder, and purchasers thereof or parties dealing with the cost incurred by Debtor shall take title thereto subject to the Lender for creation Security Interest unless disposed of such charges shall be borne by or dealt with in the Borrower and shall be paid by ordinary course of business or as the Borrower upfront or at the time of registration of the charge and in Holder otherwise agrees. In the event of not remitting the sameany such proposed disposition, the Lender may debit such amount to Holder will, at the loan account written request of the BorrowerDebtor, release its Security Interest over the Collateral which is proposed to be disposed of once the Holder is satisfied with the terms of the proposed disposition .
b) 7.3 The Security provided under this Agreement shall be for repayment Interest will not extend or apply to any personal property which is “consumer goods”, as such term is defined in the Personal Property Security Act (Alberta) and the last day of the Loan together with term of any lease of real property or agreement therefor, but upon the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent enforcement of the LenderSecurity Interest, which consent may be given the Debtor will stand possessed of such last day in trust to assign the same at the discretion direction of the LenderHolder to any Person acquiring such term.
c) 7.4 If at any point of timethe Collateral may not be mortgaged, in the view of Lendercharged or assigned, or if the Security provided Interest may not be created therein 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) Debtor in favour of the Lender Holder (because the consent or approval of a third party or parties is required and such consent or approval has not been obtained or the requirement therefor waived as of the date hereof and if the failure to obtain such consent or approval renders any of the Security Interest hereunder invalid and/or unenforceable or because rights appurtenant to the Collateral would not, as a matter of law, pass to the Holder as an incidence of the Security Interest made pursuant to this Debenture) the Debtor shall hold such Collateral and all benefits derived thereunder in trust for the Holder. The Debtor shall, at the time when the proceedings are taken against the Borrower or Guarantor(s) request and 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 direction 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 any wayHolder, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at Debtor, take or cause to be taken all such action and do or cause to be done all such things as are necessary or desirable to preserve such Collateral and all benefits to be derived thereunder for the cost benefit and account of the BorrowerHolder, and the Debtor agrees that following the occurrence of an Event of Default and so long as the same is continuing, it shall pay promptly to the Holder all monies collected by or paid to the Debtor in respect of such Collateral.
7.5 The Debtor confirms that value has been given, that the Debtor has rights in the Collateral, and that the Debtor and the Holder 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 Lender time for attachment will be the time when the Debtor acquires such Collateral.
7.6 The Holder is the party entitled to deduct receive all amounts payable hereunder and to give a discharge hereof.
7.7 Nothing herein contained shall render the first year’s premium amount Holder liable to any person for the fulfillment or non-fulfillment of the covenants, obligations, agreements and undertakings of the Debtor under the Collateral or any of them and the Debtor agrees to indemnify and save harmless the Holder from and against any and all claims or demands whatsoever of any person arising from or out of the Collateral, other than any claims or demands arising as mentioned in a result of the Schedule 2 from gross negligence or wilful misconduct of the loan amount granted Holder.
7.8 The Security Interest does not and will not extend to, and the Collateral will not include, any agreement, right, franchise, licence or permit (the “Contractual Rights”) to which the Debtor is a party or of which the Debtor has the benefit, to the Borrower. The subsequent year’s premium as mentioned 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 Schedule 3 shall be paid by the Borrower which Holder and will be added assign such Contractual Rights to the EMI amount payable by Holder forthwith upon obtaining the Borrower, to enable consent of the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited other party or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aparties thereto.
Appears in 1 contract
Sources: Investment Agreement (Campbell Resources Inc /New/)
Security. a) In consideration 2.2.1 Subordinated Creditor and Borrowers agree, represent and warrant that the Subordinated Indebtedness is not, and shall not be secured in any way directly or indirectly by any Security, except the Subordinated Debt Documents and any mortgage in favor of Subordinated Creditor with respect to the EPI Property.
2.2.2 Subordinated Creditor hereby subordinates the lien and priority of Subordinated Creditor's existing and future Liens and other interests, if any, in and to the Collateral to the Lender's existing and future interest in the Collateral notwithstanding the time of attachment of the interests of the Lender granting or Subordinated Creditor or the Loan and as a security for time the sameSenior Indebtedness or the Subordinated Indebtedness is incurred. Notwithstanding anything to the contrary contained in this Agreement, under applicable law or otherwise, in the Borrower and/or event that the Guarantor(s) hereby agree(s) to create security in favour Liens of the Lender are at any time unperfected with respect to any or all of the Collateral, the lack of perfection by the Lender as to any such Collateral shall not affect the validity, enforceability or priority of any Lien on the Collateral in favor of Subordinated Creditor. In any event, the Liens of Subordinated Creditor shall have priority over any and all other Liens in favor of any third party with respect to the assets as set out in Schedule 5 herein Collateral (hereinafter collectively referred including, but not limited to any trustee under the Bankruptcy Code), and the Lender hereby appoints and constitutes Subordinated Creditor as the “Security”). The Borrower Lender's agent and / or bailee for purposes of perfection of the Guarantor hereby authorizes the Lender to create charge over the said assets in favour Liens of the Lender in the Collateral such that the Lien in favor of Subordinated Creditor shall be held by registering Subordinated Creditor for the benefit of charges with various authorities, the Lender and the cost incurred proceeds of any disposition of the Collateral shall be and are in all respects subject to the priority of right to payment and satisfaction of first the Senior Indebtedness and then the Subordinated Indebtedness. The lien priorities provided in this Section shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Senior Indebtedness or the Subordinated Indebtedness, nor by any action or inaction which 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 Subordinated Creditor may take or fail to take in respect of the charge Collateral, except as otherwise provided above in this subsection.
2.2.3 Except as expressly permitted under the terms of Section 2.1.2 or 3.3 of this Agreement, until the Senior Indebtedness has been fully and indefeasibly paid in the event of not remitting the same, cash and there exists no agreement between Borrowers and the Lender under which the Lender is required to or may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement make loans or provide other financial accommodations, Subordinated Creditor shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with not, without the prior written consent of the Lender, which consent ask, demand, assign, declare a default under, ▇▇▇ for, liquidate, sell, foreclose, set off, collect, accept a surrender, receive any proceeds, petition, commence or otherwise initiate any Insolvency Proceedings (or join any other Person in so doing) against any Borrower or its assets or otherwise realize or seek to realize upon all or any part of the Collateral.
2.2.4 In the event the Lender may be given from time to time execute releases, partial releases, terminations, reconveyances, subordinations or other documents releasing or otherwise limiting the Lender's interests in the Collateral, Subordinated Creditor agrees to execute and deliver at the discretion same time such further documents as the Lender may require to effect a corresponding change to Subordinated Creditor's position in the same Collateral, but only in the following circumstances:
(a) Borrowers are disposing of the Lender.Collateral in the ordinary course of its business;
(b) Borrowers are disposing of the Collateral outside of the ordinary course of business for reasonably equivalent value which shall be applied (i) to the Senior Indebtedness, or (ii) to the acquisition of Collateral which shall secure both the Senior Indebtedness and the Subordinated Indebtedness; and
(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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct disposing of the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted Collateral pursuant to the Borrower. The subsequent year’s premium as mentioned in Uniform Commercial Code or other applicable laws and the Schedule 3 shall be paid by the Borrower which will be added proceeds are applied to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aSenior Indebtedness.
Appears in 1 contract
Security. aA. On or before the date that is three days after Sublessor notifies Sublessee that Sublessor has received the Consent to Sublease, Sublessee shall deposit and shall thereafter maintain at all times with Sublessor until the date that is thirty (30) In consideration days after the expiration of the Lender granting the Loan and Term, as a security deposit (the "Security") for the samefaithful performance and observance by Sublessee of the covenants, agreements, terms, provisions and conditions of this Sublease, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour sum of the Lender over the assets as set out in Schedule 5 herein Three Thousand Eight Hundred Thirty Three and 34/100 Dollars (hereinafter collectively referred to as the “Security”$3,833.34). 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 .
B. It is agreed that in the event Sublessee defaults in respect of not remitting any of the samecovenants, agreements, terms, provisions and conditions of this Sublease (after notice and the Lender expiration of any applicable grace period), Sublessor may debit use, apply or retain such amount part of the Security as shall be equal to the loan account of the Borrower.
b) The Security provided under this Agreement shall be sum as to which Sublessee is in default or for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security sum which Sublessor may expend 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 additional security in such manner and form as may be required to expend by reason of Sublessee's default in respect of any of the Lender 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, but if any part thereof is so used, applied or retained in accordance with the provisions of this regardSection, and Sublessee shall, upon demand, immediately deposit with Sublessor an amount equal to the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lenderamount so used, applied or retained.
d) The liability C. In the event that Sublessee shall fully and faithfully comply with all of the Borrower terms, provisions, covenants, agreements and the Guarantor(s) conditions of this Sublease, any unapplied Security shall be joint returned to Sublessee within ten (10) days after the date fixed as the end of this Sublease and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour after delivery 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 entire possession 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 any way, dispose off their assets without the prior written consent of the LenderSubleased Premises to Sublessor.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. a) In consideration of 8.01. Tenant has deposited with Landlord the Lender granting the Loan and Security Deposit as a security for the samefull and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Borrower and/or payment of Rent, Landlord may use, apply or retain the Guarantor(s) hereby agree(s) to create security in favour whole or any part of the Lender over Security Deposit to the assets extent required for the payment of any Rent or any other sums as set out to which Tenant is in Schedule 5 herein (hereinafter collectively referred default or for any sum which Landlord may expend or may be required to as 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour reletting of the Lender Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by registering Landlord. If Landlord shall so use, apply or retain the whole or any part of charges the security, Tenant shall upon demand immediately deposit with various authoritiesLandlord a sum equal to the amount so used, applied and retained, as security 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 s II expire or sooner end or terminate, and the cost incurred by the Lender for creation after delivery to Landlord of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration entire possession of the charge and in Demised Premises. In the event of not remitting the same, the Lender may debit such amount to the loan account any sale or leasing of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the LenderLand, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Landlord shall have the right of lien over all to transfer 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive security to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender which Tenant is entitled to deduct the first year’s premium amount as mentioned in vendee or lessee and upon receipt of written acknowledgement by Tenant from such vendee or lessee of the Schedule 2 assumption of Landlord's obligations under the Lease, including acknowledgement of the receipt of Security Deposits. Landlord shall thereupon be released by Tenant from all liability for the loan amount granted return or payment thereof, and Tenant shall look solely to the Borrowernew 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. The subsequent year’s premium Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as mentioned in the Schedule 3 security, and neither Landlord nor its successors or assigns shall be paid bound by the Borrower which will be added to the EMI amount payable by the Borrowerany such assignment, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payableencumbrance, the difference amount shall be debited attempted assignment or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aattempted encumbrance.
Appears in 1 contract
Sources: Office Lease (Audible Inc)
Security. a) In consideration TENANT simultaneously with the execution and delivery of this Lease, has deposited with the Lender granting LANDLORD the Loan sum equal to as per EXHIBIT “B” and as a stated in Section 1.7 hereof, which sum shall be retained by LANDLORD as security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour payment by TENANT of the Lender over the assets as set out in Schedule 5 rents herein (hereinafter collectively referred agreed 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 TENANT and for the Borrower upfront or at the time of registration faithful performance by TENANT of the charge terms, conditions and covenants of this Lease. It is agreed that LANDLORD, at LANDLORD's option, may at any time apply said sum or any part thereof toward the payment of the rents and any other sum payable by TENANT under this Lease, and/or toward the 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 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 deemed to require LANDLORD to do so; that, in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 deposit shall not in be utilized for any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure to pay the amount within the stipulated timepurposes, then such amount is payable together deposit shall be returned by LANDLORD to TENANT within sixty (60) days after the expiration of the term of this Lease. TENANT shall deposit with LANDLORD such additional sums which may be 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 LANDLORD in a non-interest @36% p.abearing account and may be co-mingled by the LANDLORD at the LANDLORD's sole discretion.
Appears in 1 contract
Sources: Lease Agreement
Security. a) In consideration a. Prior to the closing of the Loan, the City will deliver to the Lender granting the Loan Note Resolution authorizing the issuance of the City Note and pledging the tax increment generated by the Property and any Deficiency Payments hereunder.
b. MRP agrees to make Deficiency Payments with respect to the annual principal and interest due on $250,000 principal amount of the City Note upon the terms and subject to the conditions set forth this paragraph. In the event the City does not receive in the current or any future fiscal year sufficient tax increment revenues derived from the Property to pay the principal and interest due on the City Note during such fiscal year, MRP shall pay to the City in immediately available funds not less than 15 calendar days prior to the next Payment Date an amount equal the lesser of (i) the insufficient tax increment revenues derived from the Property or (ii) the principal and interest due on $250,000 principal amount of the City Note on such Payment Date (the “Deficiency Payments”); provided that the sum of all Deficiency Payments shall not be more than $250,000 principal amount of the City Note plus interest payable on such amount over the amortization period described in Section 2 hereof. Notwithstanding anything herein to the contrary, Deficiency Payments shall not be payable until principal of the Note becomes payable pursuant to Section 2 hereof.
c. If the Parties determine that the MRP Note should be executed and delivered by MRP, and MRP has closed on the Property, MRP shall execute and deliver to Lender a Deed of Trust or Trust Indenture (“Trust Indenture”) on the Property, as a further security for the samepayment of the principal of the MRP Note, the Borrower and/or interest thereon, and any other sums payable by MRP hereunder. Said Trust Indenture shall be in form and substance similar to that included in Exhibit D hereto. Lender shall cause the Guarantor(s) hereby agree(s) Trust Indenture to create security in favour be recorded at the expense of MRP. In the event additional financing is needed by the MRP, ▇▇▇▇▇▇ agrees to subordinate its lien to allow MRP to obtain financing necessary for redevelopment of the Lender over Property. ▇▇▇▇▇▇ agrees that it shall re-convey or release partially the assets as set out in Schedule 5 herein (hereinafter collectively referred Trust Indenture applicable to as the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour minimum of ten acres of the Property that MRP expects to convey to the City pursuant to the terms of the Sublease and Partition Agreement. Lender by registering shall deliver such release for use at the closing of charges with various authoritiesthe conveyance of the applicable portion of the Property to the City. Upon arrangements mutually satisfactory to ▇▇▇▇▇▇ and MRP, ▇▇▇▇▇▇ agrees to re-convey or release partially the Trust Indenture in order that MRP may sell other portions of the Property free and clear of the Lender’s lien. Lender shall not unreasonably withhold its consent to such re-conveyance or partial release of the Trust Indenture.
d. The form of the City Note and Note Resolution is acceptable to the Lender.
e. The MRP Note and the Trust Indenture shall be in substantially the forms attached hereto as Exhibits C and D hereto, and the cost incurred any other Loan documents required 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of in the Loan together with form as the interest and other obligations herein. At no point of time Parties may agree (collectively, the Borrower and/or the Guarantor(s) shall be 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“Project Documents”).
c) If at any point of timef. MRP shall, in the view of Lenderon demand, the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient submit to cover the entire loan amount, then, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lenderannually paid real estate tax receipts showing that current taxes have been paid.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the g. Lender shall, until the Loan has been fully repaid with interest, have the right at all reasonable hours to inspect and audit all relevant books, records, contractual documents, and all other papers relating to the business of Borrowers provided Lender agreed to keep MRP’s records confidential; and Lender shall be given free access to the Property for the purpose of such inspection or environmental audit and also for the purpose of determining the condition of the security subject to MRP’s Access Agreement with Idaho Timber and without unreasonably interfering with operations 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 lostProperty.
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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Loan Agreement
Security. a) In consideration This Agreement is for the benefit of the Lender granting Collateral Agent and the Loan Secured Parties to secure (i) the prompt and complete payment and performance when due by the OPNY Borrower of all of the OPNY Obligations, including all amounts payable or to become payable to the OPNY Secured Parties by the OPNY Borrower under the OPNY Financing Documents when and as a security for the samesame shall become due and payable (whether by acceleration or otherwise) in accordance with the terms thereof, (ii) the prompt and complete payment and performance when due by the OPMW Borrower of all OPMW Obligations, including all amounts payable or to become payable to the OPMW Secured Parties by the OPMW Borrower under the OPMW Financing Documents when and as the same shall become due and payable (whether by acceleration or otherwise) in accordance with the terms thereof, (iii) the prompt and complete payment and performance when due of all other obligations of any OPNY Operating Subsidiary under any of the OPNY Financing Documents, (iv) the prompt and complete payment and performance when due of all other obligations of the OPMW Operating Subsidiary under any of the OPMW Financing Documents, (v) the prompt and complete payment and performance when due of all other obligations of the OPNY Companies, the Borrower and/or the Guarantor(s) hereby agree(s) OPMW Companies and Holdco under any OPNY Financing Document or OPMW Financing Document to create security in favour which any of the Lender over OPNY Companies, the assets as set out in Schedule 5 herein OPMW Companies or Holdco is a party, and (hereinafter collectively referred vi) the due performance and compliance by Pledgor with the terms hereof, each other OPNY Financing Document and each of the OPMW Financing Documents to as which it is a party (collectively, the “Security”"Secured Obligations"). The Borrower and / or Without limiting the Guarantor hereby authorizes the Lender to create charge over the said assets in favour generality of the Lender by registering foregoing, this Agreement secures the payment 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 all amounts which constitute part of the charge Secured Obligations and in would be owed to the event Secured Parties by any of not remitting the sameHoldco, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 LenderOPNY Companies, the Security provided by the Borrower and/or the Guarantor(s) under this Agreement is not sufficient to cover the entire loan amount, thenOPMW Companies, the Lender mayOPNY Borrower, require each OPNY Operating Subsidiary, the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the OPMW Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 thatOPMW Operating Subsidiary (collectively, the Lender shall have right of lien over all the assets of the Borrower and the Guarantor(s"Transaction Parties") but for the Loan availed by the Borrower either under this Agreement fact that such Secured Obligations are unenforceable 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted allowable due to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrowerexistence of a bankruptcy, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited reorganization or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.asimilar proceeding involving any Transaction Party.
Appears in 1 contract
Security. aUpon execution of this lease, the Tenant shall deposit with the Landlord the sum of ONE HUNDRED THOUSAND AND 00/100 ($100,000.00) In consideration of the Lender granting the Loan and DOLLARS as a security for the same, full and faithful performance of this lease upon the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour part of the Lender over Tenant to be performed. In addition, Tenant shall deliver to Landlord an irrevocable, unconditional letter of credit (the assets as set out "Letter of Credit"), drawable upon sight draft together with a certification of Landlord that Tenant is in Schedule 5 herein default pursuant to the terms and conditions of this lease (hereinafter collectively referred to as beyond applicable notice and cure periods), which Letter of Credit shall initially be in the “Security”). The Borrower and / or amount of THREE HUNDRED EIGHT THOUSAND THREE HUNDRED SEVENTY ONE AND 48/100 ($308,371.48) DOLLARS, it being understood that the Guarantor hereby authorizes the Lender to create charge over the amount of said assets in favour Letter of the Lender by registering of charges with various authorities, and the cost incurred Credit may be reduced by the Lender for creation amount of such charges ten (10%) percent each year during the term. Said Letter of Credit shall be borne by the Borrower automatically renewable and shall be paid issued by a banking institution located in the Borrower upfront State of New Jersey or at the time City of registration of New York which is reasonably acceptable to the charge and in Landlord. In the event of not remitting a default by Tenant and termination of this lease by Landlord, Landlord shall have the same, the Lender may debit such amount right to cash said Letter of Credit and to retain that portion thereof which is equal to the loan account unamortized portion of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed real estate brokerage commission 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added Landlord pursuant to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent yearsArticle 44 hereof. Should there be a difference in the premium payable, the difference Any remaining amount shall be debited or credited as returned to Tenant. Upon termination of this lease, and providing the case may be 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 loan accountTenant. Anything herein contained to the contrary notwithstanding, it is expressly understood and in case agreed that the said security deposit shall not bear interest. Tenant covenants and agrees that it will not assign, pledge, hypothecate, mortgage or otherwise encumber the aforementioned security during the term of debit, such amount this lease. It is expressly understood and agreed that the Landlord shall have the right to co-mingle the security funds with its general funds and said security shall not be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure required to pay the amount within the stipulated time, then such amount is payable together with interest @36% p.abe segregated.
Appears in 1 contract
Sources: Lease Agreement (Lifecell Corp)
Security. a) In consideration 35.01. Tenant shall deposit with Landlord the sum of $25,088.34 upon the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour execution of the Lender over the assets as set out in Schedule 5 herein this Lease. Said deposit (hereinafter collectively sometimes referred to as the “Security”)"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 observed and performed. The Borrower Security Deposit shall not and / may not be mortgaged, assigned, transferred, or encumbered by Tenant, without the Guarantor hereby authorizes written consent of Landlord, and any such act on the Lender to create charge over the said assets in favour part of Tenant shall be without force and effect and shall not be binding upon Landlord. If any of the Lender fixed or additional rent herein reserved or any other sum payable by registering Tenant to Landlord shall be overdue and unpaid, beyond applicable notice and cure periods, or if Landlord makes payment on behalf of charges with various authoritiesTenant, or if Tenant shall fail to perform any of the terms, covenants, and conditions of the cost incurred Lease, beyond applicable notice an cure periods, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply the entire Security Deposit or so much thereof as may be 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 Lender part of Tenant, 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 Demised Premises by Landlord for creation any default on the part of Tenant or for any other reason prior to the expiration of the term shall not be deemed such charges a termination of the Lease as to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all of the terms, covenants, and conditions of the Lease and pays all of the fixed and additional rent and all other sums payable by Tenant to Landlord as they fall due, the Security Deposit shall be borne by promptly returned in full to Tenant after the Borrower and shall be paid by the Borrower upfront or at the time of registration expiration of the charge term of the Lease and in Tenant's satisfaction of all its obligations accruing prior to the Lease expiration date. In the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and bankruptcy or other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Lendercreditor-debtor proceedings against Tenant, 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 additional security in such manner Deposit and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) all other securities shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or deemed to be executed by applied first to the Borrower and/or the Guarantor(s) in favour payment 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 fixed 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary additional rent and other catastrophycharges due Landlord for all periods prior to the filing of such proceedings. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure sale by Landlord of the Building, Landlord may deliver the then balance of the Security Deposit to pay the amount within transferee of Landlord's interest in the stipulated timeDemised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage or a lessor's interest in a superior lease to which the Lease is subordinate shall be responsible in connection with the Security Deposit, then by way of credit or payment of any fixed or additional rent, or otherwise, unless such amount is payable together with interest @36% p.amortgagee or lessor actually shall have received the entire Security Deposit.
Appears in 1 contract
Sources: Lease Agreement (I Many Inc)
Security. a) In consideration 49.1 Upon execution of this Lease, Tenant shall deposit with the Lender granting Landlord the Loan and Security Deposit as a security for the samefull and faithful performance of this Lease upon the part of the Tenant to be performed. Upon termination of this Lease, and providing the Tenant is not in default hereunder and has performed all of its obligations under this Lease (including without limitation the payment of all sums accruing hereunder), the Borrower and/or Landlord shall return the Guarantor(s) hereby agree(s) Security Deposit to create security in favour Tenant. Tenant shall not be entitled to any interest on the Security Deposit.
49.2 The Security Deposit shall not and may not be mortgaged, assigned, transferred or encumbered by Tenant and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord.
49.3 If any of the Lender over rent or any other sum payable by Tenant to Landlord shall be overdue and unpaid, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail to perform any of the assets terms, covenants and conditions of the Lease, then Landlord may apply the entire Security Deposit or so much thereof as set out may be necessary to compensate Landlord for payment of any such rent in Schedule 5 herein default or for any other sum which Landlord may expend or be required to expend by reason of Tenant's default (hereinafter collectively referred including interest thereon at the Lease Interest Rate) or for any reasonable loss or damage sustained by Landlord due to as such breach on the “Security”part of Tenant (including any reasonable damages or deficiency in the reletting of the Premises), whether such damage or deficiency may accrue before or after summary proceedings or other re-entry by Landlord and other expenses and costs, and Tenant shall forthwith upon demand restore the Security Deposit to the original sum deposited. The Borrower and / use by Landlord of all or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour any part of the Lender by registering Security Deposit is not intended to be a form of charges with various authorities, liquidated damages and shall not release Tenant from liability for the cost full amount of any and all damages and expenses incurred by the Lender for creation Landlord by reason 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 Tenant's default.
49.4 In the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and bankruptcy or other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 Lendercreditor-debtor proceedings against Tenant, the Security provided by Deposit shall be deemed to be applied first to the Borrower and/or payment of rent and other charges due Landlord for all periods prior to 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 filing of such additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lenderproceedings.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. 49.5 In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure sale by Landlord of the Premises, Landlord may deliver the then balance of the Security Deposit to pay the amount within transferee of Landlord's interest in the stipulated timePremises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit, then such amount is payable together and this provision shall also apply to any subsequent transferees provided that the transferee agrees in writing to hold the Security Deposit in accordance with interest @36% p.athe terms of this Lease.
Appears in 1 contract
Sources: Lease Agreement (Paytrust Inc)
Security. a) In consideration of the Lender granting the Loan and as a security for the same, the 9.1 The Borrower and/or the Guarantor(s) hereby agree(s) agrees to create security in favour of the Lender mortgage 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security Property in such form and manner and form as may be required by the Lender to secure the Loan together with the Outstanding Obligations, details whereof are provided in this regard, and Schedule I annexed hereto.
9.2 In the event of the security furnished by the Borrower and/or is found to be insufficient / incorrect in value, the Guarantor(s) hereby agrees Borrower shall be directed to provide the furnish additional security within the time period as stated may be required by the Lender.
d9.3 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.
9.6 The Borrower agrees that the security shall not be discharged / released by intermediate payment by the Borrower or any settlement of accounts by the Borrower till such time all the dues in respect of the Loan are fully paid to the satisfaction of the Lender and the Lender consents to give a discharge / release in respect of the security in writing to the Borrower.
9.7 The security shall be in addition to and not in derogation of any other security, which the Lender may at any time hold in respect of the Borrower's dues and shall be available to the Lender until all accounts between the Lender and the Borrower in respect of the Loan are ultimately settled.
9.8 The Borrower further agrees that the security created shall also be security for all other monies that may be due and payable by the Borrower to the Lender, on any account whatsoever, whether present or future, including any liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that as a surety or co-obligator either singly or along with any Security or Securities comprised in 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 lostPerson.
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 any way, dispose off their assets without the prior written consent of the Lender.
f) 9.9 The Borrower shall strive provide to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name a power of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable attorney authorizing the Lender to cover do all things necessary to perfect the insurance for security created under the subsequent years. Should there be a difference Transaction Documents and do all other things in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.arelation thereto.
Appears in 1 contract
Sources: Loan Agreement
Security. (a) In consideration of the Lender granting the Loan and as a As security for the samefull and timely payment and performance of all Obligations, the Borrower and/or shall, and shall cause all other Credit Parties to, on or before the Guarantor(s) hereby agree(s) Closing Date, do or cause to create security be done all things necessary in favour the opinion of the Lender over Agent and its counsel to (i) grant to the assets as set out Priority Collateral Agent for the benefit of the Priority Secured Parties to secure the Priority Senior Obligations a Priority Lien in Schedule 5 herein all now owned or hereafter acquired Priority Collateral subject to no prior Lien or other encumbrance or restriction on transfer (hereinafter collectively referred other than restrictions on transfer imposed by applicable securities laws), and (ii) grant to as the “Security”General Collateral Agent for the benefit of the General Secured Parties to secure the General Senior Obligations a General Lien in all now owned or hereafter acquired General Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than any Priority Lien and restrictions on transfer imposed by applicable securities laws). The .
(b) Without limiting the foregoing, the Borrower and / or each Domestic Subsidiary having rights in any Subsidiary Securities shall on the Guarantor hereby authorizes Closing Date deliver to the Lender General Collateral Agent, in form and substance reasonably acceptable to create charge over the said assets in favour Agent, (A) a Pledge Agreement which shall pledge to the General Collateral Agent for the benefit of the Lender by registering General Secured Parties (i) 65% of charges with various authorities, and the cost incurred by Voting Securities of each Material Direct Foreign Subsidiary (to the Lender for creation extent 65% of such charges shall be borne Voting Securities is owned by the Borrower or such Domestic Subsidiary and, if less than such 65% is so owned, then 100% of such lesser amount) and 100% of the non-voting Subsidiary Securities of such Direct Foreign Subsidiary, (ii) 100% of the Subsidiary Securities of all Domestic Subsidiaries and (iii) all of the membership interests of the Borrower in Cone Receivables II LLC, (B) if such Subsidiary Securities are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the issuer thereof has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 9.20(f)(ii)) from the Registrar of such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the General Lien in favor of the General Collateral Agent on such Subsidiary Securities, each in form and substance acceptable to the Agent, and shall take such further action and deliver or cause to be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit delivered such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form further documents as may be required by the Lender in Security Documents or otherwise as the Agent may request to effect the transactions contemplated by this regardArticle V. The Borrower shall, and shall cause each Domestic Subsidiary to, pledge to the Borrower and/or General Collateral Agent for the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability benefit of the Borrower General Secured Parties to secure the General Senior Obligations (and the Guarantor(sas appropriate to reaffirm its prior pledge of) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour all of the Lender shall, at Pledged Interests of any Domestic Subsidiary or Direct Foreign Subsidiary acquired or created after the time when Closing Date to the proceedings are taken against respective extent set forth above and deliver to 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 General Collateral Agent 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.adocuments
Appears in 1 contract
Sources: Credit Agreement (Cone Mills Corp)
Security. (a) In consideration The Company shall enter into the Security -------- Documents and comply with the terms and provisions thereof. The purpose of the Lender granting Security Documents is to provide the Loan Trustee with an interest in the First QuickBird Launch Insurance and any and all proceeds thereof which shall be shared, pari passu, with the interest therein of the holders of the 12 1/2% Notes as a security provided in the Security Documents. It is the intent that (i) the interest of the Trustee (through the Collateral Trustee) in such First QuickBird Launch Insurance not be less than an amount sufficient to provide for the sameaggregate Accreted Value of, and any premium and accrued interest on, the Borrower and/or Notes from the Guarantor(s) hereby agree(s) to create security in favour Closing Date through the earlier of June 30, 2000 and the date of the Lender over first intentional ignition of the assets launch vehicle for the First QuickBird Satellite and (ii) the aggregate interest of the Collateral Trustee in such First QuickBird Launch Insurance not be less than the sum of (x) the amount provided in clause (i) of this sentence plus (y) $56,000,000. The Trustee and the Collateral Trustee are authorized to enter into such modifications, amendments and supplements to the Security Documents for the purpose of effectively securing the 12 1/2% Notes on a pari passu basis with the Notes as set out provided in Schedule 5 herein this Section 10.1.
(hereinafter collectively referred b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents as the “Security”)same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Trustee and the Collateral Trustee to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Borrower and / or Without limiting the Guarantor hereby authorizes the Lender to create charge over the said assets in favour generality of the Lender foregoing, each Holder, by registering its acceptance of charges with various authoritiesa Note, 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 agrees that in the event of not remitting any distribution in respect of the sameCollateral by the Trustee or the Collateral Trustee, such distribution shall be treated as a prepayment, without premium, of the Lender may debit such amount Note to the loan account extent of such distribution, and the principal amount of the BorrowerNote as of such date, and any Accrued Interest, shall be deemed reduced by the aggregate amount of any such distribution in respect of the Note.
b(c) The Security provided under this Agreement Company shall do, or cause to be for repayment of the Loan together with the interest done, all such acts and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lender, which consent things as may be given at the discretion of the Lender.
c) If at any point of timenecessary or proper, 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 additional security in such manner and form or as may be required by the Lender provisions of the Security Documents, to assure and confirm to the Collateral Trustee the security and other interest in the Collateral contemplated thereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this regardIndenture and of the Notes secured and otherwise provided hereby and thereby, 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 Security Documents to create and maintain, as security for the obligations of the Company under this Indenture and the Borrower and/or Notes, valid and enforceable first priority liens in and on all the Guarantor(s) hereby agrees Collateral, in favor of the Collateral Trustee, superior to provide and prior to the additional security within the time period rights of all third Persons and subject to no other Liens other than as stated by the Lenderprovided herein.
(d) The liability release of any Collateral pursuant to the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the Borrower provisions hereof if and to the extent any Collateral is released pursuant to this Indenture and the Guarantor(sSecurity Documents. 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 Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents to be complied with. Any certificate or opinion required by 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 joint and severalan independent engineer, notwithstanding that any Security appraiser or Securities comprised in any instrument(s) executed other expert selected or to be executed approved by the Borrower and/or Trustee in the Guarantor(s) in favour exercise 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 lostreasonable care.
(e) The Borrower and Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Guarantor(s) hereby agree thatLien under the Security Documents, 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 Lenderto be complied with. The Borrower Trustee may, to the extent permitted by Sections 7.1 and Guarantor(s7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments.
(f) hereby agree that they shall not The Trustee may, in any way, dispose off their assets its sole discretion and without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fireHolders, burglary and other catastrophy. In case the Lender insures the same in the name on behalf of the Borrower and/or Lender at Holders, take all actions it deems necessary or appropriate in order to (i) enforce or cause the cost enforcement of any of the Borrowerterms of the Security Documents and (ii) collect and receive any and all amounts payable in respect of the 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 respect of the Collateral (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 unconstitutional or otherwise invalid if the Lender is entitled to deduct enforcement of, or compliance with, such enactment, rule or order would impair the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted security interest hereunder or be prejudicial to the Borrower. The subsequent year’s premium as mentioned in interests of the Schedule 3 shall be paid by Holders or of the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aTrustee).
Appears in 1 contract
Sources: Indenture (Earthwatch Inc)
Security. aThis Note and any and all other liabilities and obligations and indebtedness of Borrower to Lender, whether such liabilities, obligation or indebtedness are now existing or hereafter created, direct or indirect, absolute or contingent, joint or several, due or to become due, howsoever created, arising or evidenced, and howsoever acquired by Lender, are secured by, among other things, a Mortgage (the "MORTGAGE") In consideration of even date herewith made by Borrower to Lender creating a first mortgage lien on certain real property (the "PREMISES") legally described in Exhibit A attached to the Mortgage, or instrument securing this Note, an Assignment of Rents and Leases (the "ASSIGNMENT") of even date herewith from Borrower to Lender, a Security Agreement (the "SECURITY AGREEMENT") of even date herewith from Borrower to Lender, an Environmental Indemnity Agreement (the "ENVIRONMENTAL INDEMNITY AGREEMENT") of even date herewith from Borrower to Lender and an Indemnity Agreement (the "INDEMNITY AGREEMENT") of even date herewith from Tenant to Lender (the Mortgage, the Assignment, the Security Agreement, the Environmental Indemnity Agreement, the Indemnity Agreement and any other document now or hereafter given to evidence or secure payment of this Note or delivered to induce Lender to disburse the proceeds of the Lender granting the Loan and as a security for the sameLoan, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (are hereinafter collectively referred to as the “Security”"LOAN DOCUMENTS"). The Borrower Reference is hereby made to the Loan Documents (which are incorporated herein by reference as fully and / or with the Guarantor hereby authorizes the Lender to create charge over the said assets in favour same effect as if set forth herein at length) for a legal description of the Lender by registering Premises, a statement of charges with various authoritiesthe covenants and agreements contained therein, a statement of the rights, remedies, 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regardafforded thereby, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lenderall matters therein contained.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Mortgage (Goss Graphic Systems Inc)
Security. a) In consideration The Holder of this Note is entitled to the benefits of a Pledge Agreement, dated as of May 24, 1999, between the Guarantor, a wholly-owned Restricted Subsidiary of the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 authoritiesCompany, and the cost incurred by Trustee, pursuant to which the Lender Guarantor has placed in the Pledged Account cash or Pledged Securities sufficient to provide 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 payment of the charge first six scheduled interest payments due on the Notes (including any additional interest that may be payable if the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective in a timely manner) and to secure repayment of the principal, premium (if any) and interest on the Notes in the event that the Notes become due and payable prior to such time as the first six scheduled interest payments thereon shall have been paid in full. THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The Company will furnish to any Holder upon written request and without charge a copy of not remitting the sameIndenture. Requests may be made to KMC Telecom Holdings, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the Lender may debit such amount undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto INSERT TAXPAYER IDENTIFICATION NO. Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED OFFSHORE GLOBAL NOTES AND UNLEGENDED OFFSHORE CERTIFICATED NOTES] In connection with any transfer of this Note occurring prior to the loan account date which is the earlier of (i) the date of an effective Registration or (ii) the end of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed period referred 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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(sRule 144(k) under the guarantee Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [CHECK ONE]
(a) this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder. OR
(b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee 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 Registrar shall not in any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive be obligated to insure the assets mentioned under Schedule 5 of register this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same Note in the name of any Person other than the Borrower and/or Lender at Holder hereof unless and until the cost conditions to any such transfer of registration set forth herein and in Section 2.08 of the BorrowerIndenture shall have been satisfied. Date: _________________ __________________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrowerwithout alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The subsequent year’s premium undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as mentioned amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Schedule 3 shall Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be paid executed by an executive officer. OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Note purchased by the Borrower which will be added Company pursuant to Section 4.11 or Section 4.12 of the EMI amount payable Indenture, check the Box: |_| If you wish to have a portion of this Note purchased by the BorrowerCompany pursuant to Section 4.11 or Section 4.12 of the Indenture, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure to pay state the amount within the stipulated time, then such amount is payable together with interest @36% p.a(in principal amount): $___________________. Date: ____________________
Appears in 1 contract
Sources: Indenture (KMC Telecom Holdings Inc)
Security. a) In consideration Section 27.1 TENANT shall deposit with LANDLORD the sum of the Lender granting the Loan and $36,986.67 as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour faithful performance and observance by TENANT of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)terms, provisions and conditions of this lease. 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 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 remitting limited to the samepayment 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 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 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 of the terms, provisions, covenants and conditions of this lease, the Lender may debit such amount security shall be returned to TENANT after the loan account date fixed as the end of the Borrower.
b) The Security provided under this Agreement shall be for repayment lease and after delivery of entire possession of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed Demised Premises 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophyLANDLORD. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure a sale of the land and building, LANDLORD shall have the right to pay transfer the amount security to the vendee provided notice is sent to the TENANT of such transfer 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 not its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Provided TENANT is not in default under the terms, covenants and conditions of this lease, all applicable security monies shall be returned within thirty (30) days of the stipulated time, then such amount is payable together with interest @36% p.aexpiration of this lease.
Appears in 1 contract
Security. a) In consideration of Tenant has deposited the Lender granting the Loan and Security with Landlord as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour faithful performance and observance by Tenant of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)terms, provisions and conditions of this Lease. 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 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 remitting the samelimited to, the Lender payment of rent, beyond any applicable notice and/or cure period, Landlord may debit such amount use, apply or retain the whole or any part of the Security to the loan account extent required for the payment of any rents as to which Tenant is in default beyond any applicable notice and/or cure period or for any sum which Landlord may reasonably expend or may reasonably be required to expend by reason of Tenant's default beyond any applicable notice and/or cure period in respect of any of the Borrower.
bterms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To the extent that Landlord, during the term hereof, so uses, applies or retains all or any part of the Security, Tenant shall, within ten (10) days restore the Security to its original amount. The Security provided under this Agreement shall be for repayment of the Loan together (less any portions thereof used, applied as retained by Landlord in accordance with the interest and other obligations herein. At no point provisions of time the Borrower and/or the Guarantor(sthis Article 5) shall be allowed returned to withdraw any Security Tenant within thirty (30) days after the termination date (or part after such other date when the term may expire or be terminated, without the fault of it provided hereunder except Tenant, pursuant to the provisions of this Lease or pursuant to law) and after delivery of entire possession of the premises to Landlord in accordance 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 provisions of this agreement against the risk of fire, burglary and other catastrophyLease. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure a sale or leasing of the Land and Building, Landlord shall have the right to pay transfer the amount within Security to the stipulated timevendee or lessee, then and upon such amount transfer, 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 payable together with interest @36% p.aagreed that the provisions hereof shall apply to every such transfer or assignment made of the Security. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security and that neither Landlord nor its successors and assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Appears in 1 contract
Sources: Lease Agreement (Qmed Inc)
Security. The Borrower agrees that at all times, the Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral as required below, subject to any permitted releases pursuant to the terms of this Agreement or the Security Documents, to secure the performance and payment of the Secured Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Property, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Borrower; (ii) (x) 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary and are not Voting Securities and (y) 65% of the outstanding Voting Securities issued by any such First Tier Foreign Subsidiary; and (iii) all other Properties of the Credit Parties and their respective Domestic Restricted Subsidiaries, in each case, other than Excluded Collateral. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Credit Party after the Closing Date until the date that is (a) In consideration if such Mortgage relates to a Property that is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgage relates to a Property that is located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Property is located in a “special flood hazard area”, (A) a notification to the applicable Credit Parties of that fact and (if applicable) notification to the applicable Credit Parties that flood insurance coverage is not available and (B) evidence of receipt by the applicable Credit Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance. For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.6 or any other provisions of the Lender granting Credit Documents, none of the Loan and Property of any Foreign Subsidiary shall ever serve as a collateral or other security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour Facility and no actions outside of the Lender 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 United States shall be borne required with respect to any Collateral other than the filing of a PPSA or similar financing statement with respect to equity interests in First Tier Foreign Subsidiaries which are owned by the Borrower and shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrowerany Wholly-Owned Domestic Restricted Subsidiary.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. aConcurrently with the date of this Lease, Tenant shall 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 consideration in the form of either cash or Security Letter of Credit(defined below). From time to time throughout the Lender granting Term, Tenant shall be permitted to substitute the Loan 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 retained by Landlord as a cash security for the samefaithful performance and observance by Tenant of the provisions of this Lease. Tenant shall not be entitled to any interest whatsoever on the Security. Landlord shall have the right to 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 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 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 Borrower and/or cash Security (or any balance thereof) shall be returned or paid over to Tenant within thirty (30) days after the Guarantor(slast to occur of (i) hereby agree(sthe date on which the Term has expired or is terminated, or (ii) delivery to create security in favour Landlord of possession of the Lender over Premises.
b. If the assets as set out Security is in Schedule 5 herein the form of a Security Letter of Credit, Tenant shall deliver to Landlord the Security Letter of Credit (hereinafter collectively 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 Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour drawing of the Lender Security Letter of Credit and use, application or retention of the Security, or any portion thereof, by registering of charges with various authorities, and 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 cost incurred by the Lender for creation of such charges shall be borne by the Borrower Security) and shall not operate as a limitation on any recovery to which Landlord may otherwise be paid by entitled. If an Event of Default is not then continuing under the Borrower upfront or at the time of registration of the charge and in the event of not remitting the sameLease, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s(or any balance thereof) shall be allowed returned or paid over to withdraw any Security Tenant within thirty (30) days after the last to occur of (i) the date on which the Term has expired or part is terminated, or (ii) delivery to Landlord of it provided hereunder except with the prior written consent possession of the LenderPremises. 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 , which consent may be given at the discretion if applicable), and upon delivery of the Lender.
c) If at any point Security Letter of timeCredit and other Security to the purchaser or Successor Landlord, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) Landlord shall be joint discharged of and several, notwithstanding that from any Security or Securities comprised in any instrument(s) executed or further liability with respect 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 lostsame.
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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. 10.01 It is declared and agreed:
(a) In consideration of the Lender granting the Loan and as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under that this Agreement shall be held by the Pledgee as a continuing security for repayment the payment of the Loan together Secured Obligations, and that the security so created shall not be 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 Pledgee for all or any part of the Secured Obligations and may be enforced by the 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 a limitation of any and every other power or remedy vested in the Pledgee and that all the powers so vested in 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 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 interest and Pledgee or have the benefit of any share in any payment or composition from NOC or any other obligations herein. At no point of time person or in any other guarantee or security now or hereafter held by the Borrower and/or the Guarantor(s) shall be 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 LenderPledgee.
c) If at any point of time, in 10.02 On the view of LenderTermination Date, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour of the Lender Pledgee shall, at the time when Pledgor's request, discharge the proceedings are taken against security interest created by this Agreement and the Borrower Security Agent shall return the Pledged Shares to the Pledgor, in a form transferable by delivery, free and clear of all Encumbrances arising by, through or Guarantor(s) under the guarantee Security Agent 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan accountPledgee, and in case of debit, connection therwith shall take such amount actions and shall be payable by execute and deliver such documents as the Borrower within 7 days of receipt of notice from Pledgor may reasonably request to implement the Lender and in the event of failure to pay the amount within the stipulated time, then such amount is payable together with interest @36% p.aforegoing.
Appears in 1 contract
Security. a) In consideration The Borrower agrees that at all times before the termination of this Agreement, payment in full of the Lender granting Obligations (other than reimbursement and indemnity obligations which survive for which the Loan Borrower has not received a notice of claim), and as a security for termination in full of the sameCommitments, the Borrower and/or Administrative Agent shall have an Acceptable Security Interest in the Guarantor(s) hereby agree(s) applicable Collateral, as required below, subject to create security any permitted releases pursuant to the terms of this Agreement or the Security Documents and to the grace periods set forth in favour Section 5.8 below, to secure the performance and payment of the Lender over the assets Obligations as set out forth in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Security Documents. The Borrower shall, and / shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (a) all Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour Borrower; (b) 100% of the Lender Equity Interests issued by registering of charges with various authorities, and the cost incurred by the Lender for creation of such charges shall be borne First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary but, in any event, no more than 66% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary; and (c) all other Properties of the Credit Parties other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.7 or any other provisions of the Credit Documents, (i) neither the Borrower nor any Domestic Subsidiary shall be paid required to grant any security interest in more than 66% of the 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 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 Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 requirements of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aSection 5.7.
Appears in 1 contract
Security. a) In consideration Sprint shall have the right to select a non-book running co-lead manager. Each Initiating Holder electing to participate in a Demand Registration involving an underwritten public offering shall, as a condition to Sprint's obligation hereunder to include such Initiating Holder's Registrable Securities in such Demand Registration, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the lead managing underwriters of such offering. If the book running managing underwriters of any underwritten public offering in connection with a Demand Registration determine in good faith that the aggregate number of Registrable Securities to be offered exceeds the number of shares that could be sold without having an adverse effect on such offering (including the price at which the Registrable Securities may be sold), then the number of Registrable Securities to be offered for the accounts of the Lender granting Initiating Holders in such offering shall be reduced or limited on a pro rata basis, in proportion to the Loan and as respective numbers of Registrable Securities requested to be included in such offering by all Initiating Holders, to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by the co-lead joint book running underwriters; provided, that if in connection with such Demand Registration, (i) Registrable Securities of a security Selling Stockholder are being offered pursuant to such Selling Stockholder's Incidental Registration Rights under Section 3 or (ii) securities other than Registrable Securities are being offered (whether for the sameaccount of Sprint or for any stockholder of Sprint not exercising rights under this Section 2), such reduction shall be made: (w) first, from such securities held by Persons who are not Selling Stockholders other than FT or DT; (x) second, from securities proposed to be registered pursuant to FT/DT Incidental Registration Rights (together with securities being offered for the Borrower and/or account of Sprint); (y) third, from the Guarantor(snumber of Registrable Securities requested to be included in such offering by Selling Stockholders pursuant to their Incidental Registration Rights, on a pro rata basis, based on the number of Registrable Securities requested to be included in the registration by Selling Stockholders pursuant to Incidental Registration Rights; and (z) hereby agree(s) last, from the number of Registrable Securities requested to create security be included in favour such offering by the applicable Initiating Holders on a pro rata basis, based on the number of Registrable Securities requested to be included in the registration by Initiating Holders. The Initiating Holders shall not be obligated to proceed with any Demand Registration if less than 75% of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred Registrable Securities requested to as the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour be registered by each of the Lender by registering of charges with various authoritiesInitiating Holders are included in such registration. If the Initiating Holders so elect not to proceed, no Initiating Holder shall be deemed to have requested a Demand Registration in respect thereof, and the cost Initiating Holders shall pay all related out-of-pocket Registration Expenses reasonably incurred by the Lender for creation of such charges Company unless a registration statement 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 the event of not remitting the same, the Lender may debit effected pursuant to Section 2(a)(i) within 180 days after such amount to the loan account of the Borrowerwithdrawal.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. (a) In consideration of the Lender granting event Tenant deposits with Landlord any Security Deposit, the Loan and same shall be held as a security for the samefull and faithful payment and performance by Tenant of Tenant’s obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Borrower and/or payment of Rent, Landlord may use, apply or retain the Guarantor(s) hereby agree(s) to create security in favour whole or any part of the Lender over Security Deposit to the assets extent required for the payment of any Rent or any other sums as set out to which Tenant is in Schedule 5 herein (hereinafter collectively referred default or for any sum which Landlord may expend or may be required to as 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour reletting of the Lender Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by registering Landlord. If Landlord shall so use, apply or retain the whole or any part of charges the security, Tenant shall upon demand immediately deposit with various authoritiesLandlord a sum equal to the amount so used, applied and retained, as security 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 the cost incurred by the Lender for creation after delivery to Landlord of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration entire possession of the charge and in Demised Premises. In the event of not remitting the same, the Lender may debit such amount to the loan account any sale or leasing of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the LenderLand, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Landlord shall have the right of lien over all to transfer 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive security to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender which Tenant is entitled to deduct the first year’s premium amount 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 mentioned security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) In lieu of the cash security required by this Lease, Tenant shall provide to Landlord an irrevocable transferable Letter of Credit in the Schedule 2 from amount of the loan amount granted Security Deposit in form and substance satisfactory to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid Landlord and issued by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.afinancial institution approved by
Appears in 1 contract
Sources: Lease Agreement (Vs Direct Inc.)
Security. (a) In consideration of the Lender granting the Loan and as a The following provides additional security for the samepayment of the obligations evidenced hereby, and of all other obligations and liabilities of Borrower to the Lender, whether such obligations and liabilities are now existing or hereafter arising. Borrower has granted the Lender a security interest in certain of ▇▇▇▇▇▇▇▇’s securities pursuant to that certain Collateral Security and Pledge Agreement dated of even date herewith (as the same may be amended, restated or replaced from time to time, the Borrower and/or “Security Agreement”), including all substitutions and additions thereto, and the Guarantor(s) hereby agree(s) to create security in favour proceeds thereof including insurance proceeds (all of the foregoing, together with any other property in which Lender over the assets as set out in Schedule 5 herein (shall at any time be given a security interest, shall hereinafter collectively be referred to as the “SecurityCollateral”). 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.
(b) If, 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 payment in full of this Note and discharge hereof, Borrower shall be then directly, indirectly or contingently liable to the charge Lender as maker, endorser, surety or guarantor of any other note, bill of exchange, indebtedness or other instrument, due or to become due, now existing or hereafter arising and in the event regardless of not remitting the samehow evidenced, then the Lender may debit such amount continue to the loan account hold any of the Collateral as security therefor, even though this Note shall have been surrendered to Borrower.
b) . The Security provided under this Agreement Lender shall not be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed bound to withdraw take 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 steps necessary to preserve any point of time, rights in the view of Lender, the Security provided Collateral against prior parties. If any obligation evidenced by the Borrower and/or the Guarantor(s) under this Agreement Note is not sufficient to cover the entire loan amount, thenpaid when due, the Lender may, require at its option, demand, set-off, sue for, collect or make any compromise or settlement it deems desirable with reference to the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required by the Lender in this regardCollateral, and shall have the rights of a secured party under the law of the State of Indiana, and Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lendershall be liable for any deficiency.
d(c) The liability This Note is also secured by any of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Borrower’s funds on deposit with the Lender. The Borrower and Guarantor(s) hereby agree that they failure to reference in this Note any security for this Note shall not in not, however, be construed to invalidate any waysecurity interest, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of firepledge, burglary and mortgage or other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted lien which pursuant to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the terms of any agreement or instrument creating such lien secures this Note or any or all obligations of Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.agenerally.
Appears in 1 contract
Security. (a) In consideration order to secure the Obligations of the Lender granting Company under this Indenture and the Loan Notes, the Company and the Collateral Agent have entered into simultaneously with the execution of this Indenture each Security Document referred to in the last sentence of the definition thereof, in each case together with evidence (which shall be delivered by the Company to the Trustee) that all other documents and instruments, including Uniform Commercial Code financing statements and all other actions required by law or the terms of the Security Documents to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document. In the case of all real property, the Company shall also deliver (the following, collectively, “Mortgage Deliverables”)
(i) a policy or policies of lender’s title insurance in an amount equal to the lesser of (x) the fair market value of the real property subject to the Mortgage and (y) the aggregate principal amount of the Notes and any Parity Lien Obligations, proportionally allocated to the real property subject to the Mortgage (which amount of title insurance the Company shall increase, if applicable, upon the issuance of any Additional Notes or Parity Lien Obligations but in no event shall the Company be required to increase such amount in excess of the fair market value of such property), as is customarily determined for transactions of a similar nature, paid for by the Company, issued by a nationally recognized title insurance company, insuring the Lien of each Mortgage as a valid first Lien on the mortgaged property described therein, free of any other Liens except Liens permitted by the terms of this Indenture and the applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or policies as are customary, (ii) a survey of the property subject to any such Mortgage (such surveys, collectively, the “Surveys”) certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and dated (or redated) not earlier than three months prior to the date of delivery thereof by a land surveyor duly registered and licensed in the state in which such real property is located, (iii) an Opinion of Counsel of the type specified in Section 11.02(b) with respect to any such Mortgage, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. Notwithstanding the foregoing, if the Company is unable to provide a Mortgage on any real property or any applicable Mortgage Deliverables on the Issue Date, the Company need not provide such Mortgage and Mortgage Deliverables on such date, but shall use commercially reasonable efforts to do so as promptly as practicable and in any event within 120 days from such date.
(b) From and after the Issue Date, if (1) any real property, plant or equipment (other than Excluded Property) is acquired by the Company or a Subsidiary Guarantor that is not automatically subject to a perfected security interest under the Security Documents, (2) any real property, plant or equipment which was Excluded Property ceases to be Excluded Property, or (3) any Subsidiary becomes a Subsidiary Guarantor, then the Company or such Subsidiary Guarantor will, as soon as reasonably practical after such property’s acquisition or it no longer being Excluded Property or such Subsidiary becoming a Guarantor, provide security over such property (or, in the case of a new Subsidiary Guarantor, provide security over all of its assets constituting Notes Collateral except Excluded Property) in favor of the Collateral Agent and deliver any required supplement to the Security Agreement and any required Mortgages necessary to grant security interests in such property, and, in the case of real property, Mortgage Deliverables. Any security interest provided pursuant to this Section 11.02(b) that requires execution of new Security Documents by a new Guarantor or of a new Mortgage shall be accompanied by such Opinions of Counsel as to the enforceability of such Security Documents and the validity and perfection of the Liens on such property as is customarily given by counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction and with customary qualifications and exceptions.
(c) The Company and the Guarantors shall comply with all covenants and agreements contained in the Security Documents.
(d) Each Holder, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of this Indenture and the Security Documents.
(e) The Company and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, modifications to or amendments and restatements of Mortgages and other documents and recordings of Liens in stock registries), to the extent required under the Security Documents, to ensure that the Liens of the Security Documents on the Notes Collateral remain perfected with the priority set forth by the Security Documents, all at the reasonable expense of the Company and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents.
(f) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause the Subsidiary Guarantors to, (i) permit the Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the sameCollateral Agent, upon reasonable notice to the Borrower and/or the Guarantor(s) hereby agree(s) Company and during normal business hours, to create security in favour visit and inspect any of the Lender over property of the assets as set out in Schedule 5 herein Company and the Subsidiary Guarantors, to review, make extracts from and copy the books and records of the Company and the Subsidiary Guarantors relating to any such property, and to discuss any matter pertaining to any such property with the officers and employees of the Company and the Subsidiary Guarantors, and (hereinafter collectively referred ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the “Security”). Collateral Agent may reasonably request.
(g) The Borrower Company will bear and / or pay all reasonable, documented, out-of-pocket legal expenses, collateral audit and valuation costs, filing fees, insurance premiums and other reasonable costs associated with the Guarantor hereby authorizes the Lender to create charge over the said assets in favour performance of the Lender by registering obligations of charges with various authorities, the Company and the cost Subsidiary Guarantors of the Company set forth in this Section 11.02 and also will pay, or promptly reimburse the Trustee and Collateral Agent for, all reasonable, documented, out-of-pocket costs and expenses incurred by the Lender for creation Trustee or Collateral Agent in connection therewith, including all reasonable, documented, out-of-pocket fees and charges of such charges shall any advisors, auditors, consultants, representatives or any one law firm (except to the extent local counsel may be borne by reasonably required due to the Borrower and shall be paid by the Borrower upfront or at the time of registration jurisdiction in which any part of the charge and in Notes Collateral is located) acting for the event of not remitting Trustee or for the sameCollateral Agent.
(h) Notwithstanding the foregoing, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement Company and any Subsidiary Guarantor shall not be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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) required to provide such additional security in such manner Mortgages on real property (including improvements thereon) with a greater of book and form as may be required by the Lender in this regard, fair market value of less than $10.0 million and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lendervehicles.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Sources: Indenture (Ak Steel Holding Corp)
Security. a) In consideration of 37.01. Tenant has deposited the Lender granting the Loan and Security Deposit with Landlord as a security for the samefaithful performance and observance by Tenant of each and every one of the terms, provisions, covenants and conditions of this Lease. I f Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to, the Borrower and/or the Guarantor(s) hereby agree(s) payment of Fixed Annual Rent and additional rent or any other sum as to create security which Tenant is in favour default or for any sum that Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the Lender over terms, provisions, covenants and conditions of this Lea se, including but not limited to, any damages or deficiency in the assets as set out re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Land lord, Landlord may retain and apply the Security Deposit against such amounts. To the extent that Land lord, during the term of this Lease, so uses, app lies, or retains all or any part of the Security Deposit, Tenant shall immediately and without notice or grace period replenish the Security Deposit to the original amount deposited hereunder. If Tenant shall comply fully and faithfully with all of the terms, provisions, covenants and conditions of this Lea se, the Security Deposit, without interest thereon, shall be returned to Tenant with in Schedule 5 herein sixty (hereinafter collectively referred to 60) days after the date fixed as the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour end of the Lender by registering Lease and after delivery of charges with various authorities, and possession of the cost incurred Demised Premises to Land lord in the condition required by the Lender for creation terms 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 this Lease. In the event of not remitting a sale of the sameLand and the Building or the leasing or transfer of the Building, Landlord shall have the Lender may debit such amount right to transfer the Security Deposit to the loan account vendee or lessee or transferee and Landlord thereupon shall be released by Tenant !T▇▇ all liability for the return of such Security Deposit. Tenant shall look solely to the new landlord for the return of the Borrower.
b) Security Deposit. The provisions hereof shall apply to every transfer or assignment made of the Security provided Deposit to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the money deposited as the Security Deposit under this Agreement Lease and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. ln the event that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security instituted by or part of it provided hereunder except with the prior written consent of the Lenderagainst Tenant, which consent may be given at the discretion of the Lender.
c) If at any point of time, in the view of Lenderits successors or assigns, the Security provided by Deposit shall be deemed to be applied to the Borrower and/or payment of the Guarantor(s) under this Agreement is not sufficient Fixed Annual Rent and for additional rent due Landlord for periods prior to cover the entire loan amountinstitution of such proceedings and the balance, thenif any, the Lender may, require the Borrower and/or the Guarantor(s) to provide such additional security in such manner and form as may be required retained by the Lender Landlord in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lenderpartial satisfaction of Landlord's da mages.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. a) In consideration 7.1 The repayment of the Lender granting Borrower’s Dues to the Loan Bank shall be secured in such manner as specified in the Schedule. The Borrower agrees and undertakes that it shall create and perfect or cause to be created and perfected the security on the Assets as a security for specified in the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such form and manner and form as may be required by the Lender Bank, having such ranking as specified in this regard, the Schedule and within such time lines as specified in the Schedule hereof. The Borrower and/or shall make out a good and marketable title to the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or Assets proposed to be executed by the Borrower and/or the Guarantor(s) secured in favour of the Lender shallBank, at and comply with all such procedures for creation and perfection of the time when the proceedings are taken against the Borrower or Guarantor(s) Security Interest as may be necessary under the guarantee or other security documents be outstanding or unrealized or lostApplicable law.
e) The Borrower and 7.2 Without prejudice to the Guarantor(s) hereby agree that, the Lender shall have right of lien over all the assets rights of the Borrower and Bank under this Agreement, in the Guarantor(s) for event the Loan availed Bank is of the view that there is a substantial deterioration in the value of the security which has been provided to the Bank or in the event that the Security furnished by the Borrower either under this Agreement or under any other agreement or financial assistance availed is found to be insufficient/ incorrect in value, the Bank may call upon the Borrower to furnish such additional/alternate security as may be required by the Bank and the Borrower from agrees and undertakes that it shall create and perfect the Lender. security interest over such additional/alternate security, in a form and manner to the satisfaction of the Bank within such time period as may be specified by the Bank in this regard.
7.3 The Borrower agrees that the Bank shall have the right to receive and Guarantor(s) hereby agree adjust any payment/s that they shall not in any way, dispose off their assets without the prior written consent it may receive as an assignee of the Lender.
f) The Borrower shall strive insurance in its capacity as “Loss Payee”, in relation to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost Assets of the Borrower, towards the Lender is entitled Facility under this Agreement.
7.4 The Borrower(s) shall obtain prior written consent from the Bank to deduct sell all or any of the first year’s premium amount Assets. In case of sale of all or any of the Assets by the Borrower(s) as mentioned in this clause, the Schedule 2 Borrower(s) shall remit the proceeds thereof forthwith to the Bank which shall be applied towards reduction of Borrower(s) indebtedness to the Bank in respect of the Facility.
7.5 The Borrower(s) hereby undertakes not to remove or cause or permit to be removed any of the Assets from the loan amount granted place where they are /will be for the time being kept /stored used by the Borrower(s) or divert or cause or permit any of the Assets to be diverted while in transit.
7.6 Where the Asset(s) is/are in the nature of crops, unless otherwise directed by the Bank, the Borrower(s) shall be at liberty to:
a) In ordinary course of business to sell all or any of the hypothecated crops on such condition so as the payment of the sales proceeds to the BorrowerBank or such terms as may be prescribed by the Bank.
b) The Borrower(s) shall keep the Bank informed at all times about the place or places where the reaped and harvested crops and stored or will be stored by them. The subsequent year’s premium as mentioned in Borrower(s) agrees that the Schedule 3 shall be paid by the Borrower which Bank will be added to informed well in advance if and when the EMI amount payable by harvested and reaped crops or any portion thereof is negotiated for sale or disposal.
7.7 Where the BorrowerAsset(s) is/are (i) all milch animals and/or all milking machinery and all other properties purchased out of the proceeds of the Facility including any sale proceeds thereof, to enable any insurance amounts, compensation, any tools, equipments, fixtures, machines, tubewells, motors and any other moveable properties of the Lender to cover the insurance for the subsequent years. Should there be a difference Borrower(s) in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.athis connection and/or
Appears in 1 contract
Sources: Facility Agreement
Security. (a) In consideration The due and punctual payment of the Lender granting principal of, premium and Liquidated Damages, if any, and interest on all of the Loan Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and (to the extent permitted by law) interest on the overdue principal of, premium and Liquidated Damages, if any, and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes and the Guarantees, according to the terms hereunder or thereunder, shall be ratably secured by a security Lien on the Note Collateral owned by the Company and each Guarantee similarly shall be secured as provided in the Collateral Documents that the Company and the Guarantors have entered into on or prior to the Issue Date for the samebenefit of the Holders of Notes.
(b) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the Borrower and/or the Guarantor(sprovisions providing for foreclosure and release of Note Collateral) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)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 Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. 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, Company and the cost incurred by Guarantors shall deliver to the Lender for creation Trustee copies of such charges shall be borne by all documents executed pursuant to this Indenture and the Borrower Collateral Documents and shall do or cause to be paid by the Borrower upfront or at the time of registration of the charge done all such acts and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lender, which consent things as may be given at the discretion of the Lender.
c) If at any point of timenecessary or proper, 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 additional security in such manner and form or as may be required by the Lender provisions of the Collateral Documents to assure and confirm to the Trustee the security interest in the Note Collateral and contemplated hereby, by the Collateral Documents 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 and the Guarantees secured hereby, according to the intent and purposes herein expressed.
(c) The Company shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to create and maintain, as security for the Obligations of the Company or the respective Guarantors hereunder, valid and enforceable perfected first priority Liens in and on all the Note Collateral in favor of the Trustee for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liens. Notwithstanding the foregoing or anything to the contrary in the Collateral Documents, nothing in this regardIndenture or the Collateral Documents shall require the Company or any Guarantor to do (or cause to be done) any of the following: (i) create or perfect Liens in any assets otherwise excluded from the Note Collateral pursuant to the terms of the Collateral Documents, or (ii) perfect Liens in any of the following: (A) any personal property a security interest in which must be perfected by delivery thereof to the Trustee, if delivery thereof is not required by the Collateral Documents, (B) any automobiles or other assets (other than vessels) subject to a certificate of title or registration, except as required by the Collateral Documents, and (C) any deposit accounts other than the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the LenderCash Collateral Accounts.
(d) The liability Net Proceeds of all Asset Sales and the Net Loss Proceeds from Events of Loss of assets constituting Note Collateral, as well as Excess Proceeds and Excess Loss Proceeds, shall be promptly and without any commingling deposited with the Trustee subject to a Lien in favor of the Borrower Trustee for the benefit of the Holders of the Notes unless and until applied as permitted under Section 4.10 or 4.11 hereof. The Trustee shall release to the Guarantor(s) Company any Excess Proceeds and Excess Loss Proceeds that remain after making an offer to purchase the Notes in compliance with Section 3.10 hereof. Amounts so paid to the Trustee shall be joint and several, notwithstanding that any Security invested or Securities comprised released in any instrument(s) executed or to be executed by accordance with the Borrower and/or the Guarantor(s) in favour provisions 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 lostthis Indenture.
(e) The Borrower and the Guarantor(s) hereby agree thatTrustee may appoint one or more collateral agents, the Lender shall have right of lien over all the assets who may be delegated any one or more of the Borrower and duties or rights of the Guarantor(s) for Trustee under the Loan availed by the Borrower either under this Agreement Collateral Documents 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 are specified in any way, dispose off their assets without the prior written consent of the LenderCollateral Documents.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
Appears in 1 contract
Security. (a) In consideration On the Closing Date, the Company shall grant to the Trustee on behalf of the Lender granting Holders an additional security interest in certain of the Loan Collateral pursuant to the terms of the Escrow and Security Agreement of even date herewith.
(b) On the Closing Date, the Company shall (i) enter into the Escrow and Security Agreement and comply with the terms and provisions thereof and (ii) purchase $56 million of Pledged Securities to be pledged to the Trustee as a security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour benefit of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”)Holders. The Borrower and / or Pledged Securities shall be pledged by the Guarantor hereby authorizes Company to the Lender to create charge over Trustee for the said assets in favour benefit 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 Holders and shall be paid held by the Borrower upfront or at Trustee in the time Escrow Account pending disposition pursuant to the Escrow and Security Agreement.
(c) Each Holder, by its acceptance of registration a Note, consents and agrees to the terms of the charge Escrow and in the event of not remitting the sameSecurity Agreement (including, without limitation, the Lender may debit such amount to the loan account provisions providing for foreclosure and release of the Borrower.
bPledged Securities) The Security provided under this Agreement shall be for repayment of as the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Lender, which consent same may be given at in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the discretion of Trustee to enter into the Lender.
c) If at any point of timeEscrow and Security Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company shall do or cause to be done all such acts and things as may be necessary or proper, 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 additional security in such manner and form or as may be required by the Lender provisions of the Escrow and Security Agreement, to assure and confirm to the Trustee the security interest in the Pledged Securities contemplated hereby, by the Escrow and Security 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 regardIndenture and of the Notes secured hereby, according to the intent and purposes herein 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 Escrow and Security Agreement to create and maintain, as security for the obligations of the Company under this Indenture and the Borrower and/or Notes, valid and enforceable first priority liens in and on all the Guarantor(s) hereby agrees Pledged Securities, in favor of the Trustee, superior to provide and prior to the additional security within the time period as stated by the Lenderrights of third Persons and subject to no other Liens.
(d) The liability Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Borrower and Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 lostNotes.
(e) The Borrower release of any Pledged Securities pursuant to the Escrow and Security Agreement shall not be 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 Guarantor(sEscrow and Security Agreement.
(f) hereby agree thatThe Trustee may, the Lender shall have right of lien over all the assets of the Borrower in its sole discretion 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 any way, dispose off their assets without the prior written consent of the LenderHolders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Escrow and Security Agreement and (ii) collect and receive any and all amounts payable in respect of the 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 (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 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 interests of the Holders or of the Trustee).
f(g) The Borrower Notwithstanding anything herein to the contrary, the Company shall strive not be obligated to insure comply with the assets mentioned under Schedule 5 provisions of this agreement against TIA Section 314(b) or (d) in connection with the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name release of the Borrower and/or Lender at Pledged Securities until such time as it is legally required that the cost Indenture be qualified under the TIA. After such time, 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 BorrowerEscrow and Security Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Escrow and Security Agreement to be complied with. Any certificate or opinion required by 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 Company. After such time, the Lender is entitled Company shall also cause TIA Section 314(b), relating to deduct opinions of counsel regarding the first year’s premium amount as mentioned in Lien under the Schedule 2 from the loan amount granted Escrow and Security Agreement, to be complied with. The Trustee may, to the Borrower. The subsequent year’s premium extent permitted by Sections 7.01 and 7.02 hereof, accept as mentioned conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.ainstruments.
Appears in 1 contract
Sources: Indenture (Kitty Hawk Inc)
Security. a) In consideration 8.01 Upon an event of default hereunder, Landlord shall have the right to demand and Tenant shall immediately deposit with Landlord a Security Deposit equal to one month of the Lender granting the Loan and then current Fixed Rent as a security for the samefull and faithful payment and performance by Tenant of Tenant’s obligations under this Lease. If Tenant subsequently defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the Borrower and/or payment of Rent, Landlord may use, apply or retain the Guarantor(s) hereby agree(s) to create security in favour whole or any part of the Lender over security so deposited to the assets extent required for the payment of any Rent or any other sums as set out to which Tenant is in Schedule 5 herein (hereinafter collectively referred default or for any sum which Landlord may expend or may be required to as 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 “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour reletting of the Lender Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by registering Landlord. If Landlord shall so use, apply or retain the whole or any part of charges the security, Tenant shall upon demand immediately deposit with various authoritiesLandlord a sum equal to the amount so used, applied and retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant’s obligations under this Lease, the security 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 the cost incurred by the Lender for creation after delivery to Landlord of such charges shall be borne by the Borrower and shall be paid by the Borrower upfront or at the time of registration entire possession of the charge and in Demised Premises. In the event of not remitting the same, the Lender may debit such amount to the loan account any sale or leasing of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the LenderLand, 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in 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 Landlord shall have the right of lien over all to transfer 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 any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive security to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender which Tenant is entitled to deduct the first year’s premium amount as mentioned in vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the Schedule 2 from the loan amount granted return or payment thereof; and Tenant shall look solely to the Borrowernew 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. The subsequent year’s premium Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as mentioned in the Schedule 3 security, and neither Landlord nor its successors or assigns shall be paid bound by the Borrower which will be added to the EMI amount payable by the Borrowerany such assignment, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payableencumbrance, the difference amount shall be debited attempted assignment or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aattempted encumbrance.
Appears in 1 contract
Security. (a) In consideration of the Lender granting the Loan and as a As security for the samefull and timely payment and performance of all Obligations, the Borrower and/or shall, and shall cause all other Credit Parties to, on or before the Guarantor(s) hereby agree(s) Closing Date, do or cause to create security be done all things necessary in favour the opinion of the Lender over Agent and its counsel to (i) grant to the assets as set out Priority Collateral Agent for the benefit of the Priority Secured Parties to secure the Priority Senior Obligations a Priority Lien in Schedule 5 herein all now owned or hereafter acquired Priority Collateral subject to no prior Lien or other encumbrance or restriction on transfer (hereinafter collectively referred other than restrictions on transfer imposed by applicable securities laws), and (ii) grant to as the “Security”General Collateral Agent for the benefit of the General Secured Parties to secure the General Senior Obligations a General Lien in all now owned or hereafter acquired General Collateral subject to no prior Lien or other encumbrance or restriction on transfer (other than any Priority Lien and restrictions on transfer imposed by applicable securities laws). The .
(b) Without limiting the foregoing, the Borrower and / or each Domestic Subsidiary having rights in any Subsidiary Securities shall on the Guarantor hereby authorizes Closing Date deliver to the Lender General Collateral Agent, in form and substance reasonably acceptable to create charge over the said assets in favour Agent, (A) a Pledge Agreement which shall pledge to the General Collateral Agent for the benefit of the Lender by registering General Secured Parties (i) 65% of charges with various authorities, and the cost incurred by Voting Securities of each Material Direct Foreign Subsidiary (to the Lender for creation extent 65% of such charges shall be borne Voting Securities is owned by the Borrower or such Domestic Subsidiary and, if less than such 65% is so owned, then 100% of such lesser amount) and 100% of the non-voting Subsidiary Securities of such Direct Foreign Subsidiary, (ii) 100% of the Subsidiary Securities of all Domestic Subsidiaries and (iii) all of the membership interests of the Borrower in Cone Receivables II LLC, (B) if such Subsidiary Securities are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the issuer thereof has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 9.20(f)(ii)) from the Registrar of ------------------- such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the General Lien in favor of the General Collateral Agent on such Subsidiary Securities, each in form and substance acceptable to the Agent, and shall take such further action and deliver or cause to be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit delivered such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form further documents as may be required by the Lender in Security Documents or otherwise as the Agent may request to effect the transactions contemplated by this regardArticle V. The Borrower shall, and shall cause each --------- Domestic Subsidiary to, pledge to the General Collateral Agent for the benefit of the General Secured Parties to secure the General Senior Obligations (and as appropriate to reaffirm its prior pledge of) all of the Pledged Interests of any Domestic Subsidiary or Direct Foreign Subsidiary acquired or created after the Closing Date to the respective extent set forth above and deliver to the General Collateral Agent all of the documents and instruments in connection therewith as are required pursuant to the terms of Section 9.20 ------------ and of the Security Documents.
(c) As further security for the full and timely payment and performance of all Obligations, Atlantic Financial Group, Ltd. (borrower under the Senior Lease Documents) on or before the Closing Date the Borrower and/or will execute and deliver the Guarantor(s) hereby agrees Senior Lease Facility Mortgage and do or cause to provide be done all things necessary in the additional security within the time period as stated by the Lender.
d) The liability opinion of the Borrower Agent and its counsel to grant to the Agent for the benefit of the Agent and the Guarantor(s) shall be joint Lenders a Lien on the Senior Lease Facility subject to no prior Lien or other encumbrance or restriction on transfer other than Permitted Liens and several, notwithstanding that any Security or Securities comprised Liens in any instrument(s) executed or to be executed by the Borrower and/or the Guarantor(s) in favour favor 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) Senior Lease Creditor. The Borrower Agent and the Guarantor(s) hereby agree that, the Lender Senior Lease Creditor shall have right of lien over all entered into the assets of the Borrower and the Guarantor(s) for the Loan availed by the Borrower either under this Leased Facility Intercreditor Agreement on 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Cone Mills Corp)
Security. (a) In consideration of the Lender granting the Loan and as a As security for the sameprompt payment and performance of all Secured Obligations of Borrower, Borrower has heretofore granted and assigned or shall grant and assign, in accordance with the provisions of the Collateral Documents applicable to Borrower, to the Collateral Agent for the benefit of the Secured Creditors with respect to all of Borrower's Secured Obligations, all of its right, title and interest in and to all of the Collateral. Additionally, all Secured Obligations shall be guaranteed by each Guarantor under the Guarantee and Collateral Agreement and the Operating Bank Guaranty, to the extent provided therein, and the obligations of the Guarantors under the Guarantee and Collateral Agreement shall be secured pursuant to the terms of the Collateral Documents required to be executed and delivered by them hereunder. Upon the sale of all of the stock owned by Borrower or any Subsidiary of, or the sale of all of the assets of, any Guarantor permitted hereunder and upon Agent's receipt of the Net Cash Proceeds of Sale thereof to the extent required under Section 2.08(a), such Guarantor shall be released from all obligations under the Guarantee and Collateral Agreement.
(b) Upon the application by the Borrower or any Subsidiary of any Reinvestment Proceeds to the acquisition of any new property or assets, the Borrower and/or the Guarantor(s) hereby agree(s) or such Subsidiary at its expense shall immediately cause such acquired property or assets to create become subject to Liens and security interests in favour favor of the Lender over Collateral Agent to secure the assets as set out in Schedule 5 herein (hereinafter collectively referred Secured Obligations to the same extent, and with the same priority, as the “Security”). The Borrower Liens and / security interests to which were subject the property or assets the Guarantor hereby authorizes the Lender disposition of which gave rise to create charge over the said assets in favour such Reinvestment Proceeds, PROVIDED, however, that if any portion of the Lender by registering of charges with various authorities, and gross proceeds realized upon the cost incurred by the Lender for creation disposition of such charges asset were applied to discharge any Debt or other obligations secured by a Lien on such assets which was prior to the Liens granted under the Collateral Documents, then there shall not be borne by permitted to be any Lien on the Borrower and shall be paid by replacement property, other than Liens under the Borrower upfront or at the time of registration Collateral Documents, except for Liens permitted pursuant to clause (iv) of the charge and definition of "Permitted Liens" in connection with the event acquisition of such replacement assets, PROVIDED that such Liens do not remitting secure Debt or other obligations in an amount in excess of the same, the Lender may debit such amount Debt or other obligations discharged with respect to the loan account asset disposed of the Borrower.
b) The Security provided under this Agreement shall (except for acquisitions of individual items of replacement exercise equipment which may be for repayment of the Loan together subject to purchase money financing on customary terms in accordance with the interest and other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be 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 additional security in such manner and form as may be required by the Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability practices of the Borrower and its Subsidiaries, and except that, with respect to dispositions of not more than two health clubs during the Guarantor(sterm of this Agreement on which the Collateral Agent held Liens of second priority, the Debt and other obligations secured by Liens on the replacement property having priority over the Liens under the Collateral Documents may exceed the amount of the Debt or other obligations with respect to the assets disposed of by not more than (i) $3,000,000 with respect to either such replacement property or (ii) $5,000,000 for both such replacement properties). Upon any such acquisition, such acquired property or assets shall be joint deemed to constitute Collateral for all purposes of this Agreement and severalthe Collateral Documents, notwithstanding that any Security or Securities comprised in any instrument(s) collateral documents executed or to be executed and delivered by the Borrower and/or or any of its Subsidiaries to grant 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 any way, dispose off their assets without the prior written consent of 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 catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.aliens and
Appears in 1 contract
Sources: Credit Agreement (Bally Total Fitness Holding Corp)
Security. a) In consideration of the Lender granting the Loan and as a )1( As security for the same, the Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender 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 the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together and all other amounts owed pursuant to the Loan Documents )in each case in form and substance satisfactory to the Lender(;
)a( When maintenance of Bank Account is applicable, the Borrower shall )i( maintain the Bank Account for the Tenor, and )ii( to maintain sufficient fund to meet the requirement for payments of all Monthly Installment Amounts on the respective Monthly Installment Dates;
)b( If the Borrower maintains the Bank Account, the Borrower shall keep with the Lender at all times an undated, signed cheque in favor of Emirates NBD )PJSC( to cover 100% of the Total Loan and estimated interest and other obligations herein. At no point hereunder; and
)c( For the purpose of time clause D)4( above, the Borrower and/or shall provide the Guarantor(s) Lender such post- dated cheque required for repayment of the Loan prior to the disbursement of the Loan amount;
)d( The Borrower shall be allowed execute in favor of the Lender a demand promissory note for the entire Loan Amount and interest.
)2( No one item of security now existing or hereinafter taken to withdraw secure any Security or part of it provided hereunder except with the prior written consent Loan or the performance of any obligation or liability of the LenderBorrower to the Lender whatsoever shall in any manner affect or impair the security the Borrower is required to provide under the Loan Documents or any other remedies or claims available to the Lender under applicable agreement, which consent may be given at the discretion of the Lender.
c) If at any point of timelaws, regulations or otherwise. Therefore, in the view event that the proceeds of Lender, one item of security fail to satisfy any or all of the Security provided by obligations of 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 additional security in such manner and form as may be required by or the Lender in this regardis waiting receipt of payment of the proceeds of another item of security, remedies or claims as are available to it, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or will continue to be executed by the Borrower and/or the Guarantor(s) in favour of liable for its obligations to 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 Loan Documents, including, without limitation, its obligation to repay the amounts 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 any way, dispose off their assets without the prior written consent of the LenderAgreement.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year’s premium amount as mentioned in the Schedule 2 from the loan amount granted to the Borrower. The subsequent year’s premium as mentioned in the Schedule 3 shall be paid by the Borrower which will be added to the EMI amount payable by the Borrower, to enable the Lender to cover the insurance for the subsequent years. Should there be a difference in the premium payable, the difference amount shall be debited or credited as the case may be to the loan account, and in case of debit, such amount shall be payable by the 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 payable together with interest @36% p.a
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