Common use of Springing Security Interest Clause in Contracts

Springing Security Interest. Upon the occurrence of any the following events: (a) The balances of cash and Cash Equivalents of the Borrower in accounts maintained at the Lender, exclusive of payroll accounts, are less than Two Million and 00/100 ($2,000,000.00) Dollars; or (b) The occurrence of an Event of Default while there exist any outstanding Loans and such Event of Default has not been cured by the Borrower, or waived by the Lender, within thirty (30) days; or (c) The Borrower requests a Loan (whether an initial Loan or an additional Loan), or the conversion of an existing Loan, while an Event of Default is continuing, regardless of whether or not the Borrower has had any opportunity to cure such Event of Default, or whether it has been continuing for thirty (30) days or any other a particular period; or (d) The Borrower has Loans outstanding in an aggregate amount equal to or exceeding Five Million ($5,000,000.00) Dollars (excluding any issued Letters of Credit) for a period of more than ninety (90) consecutive days; then, in such event, the Borrower shall forthwith, and, in any event within two (2) business days of notice from the Lender, execute and deliver to the Lender a security agreement (the “Security Agreement”) in the form attached hereto as Exhibit 3.1, granting to the Lender a first lien and security interest in the Collateral (as defined in the Security Agreement) (and subject to the filing of appropriate financing statements). Additionally, the Borrower hereby irrevocably constitutes and appoints the Lender as the Borrower’s true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower but for the sole benefit of the Lender, to be exercised only upon such event, to execute the Security Agreement in the name of the Borrower. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower to the Lender shall remain unpaid.

Springing Security Interest. Upon (i) If, at any time prior to the occurrence of any Expiration Date, the following events: Debt Rating is below BB by Standard & Poor’s or below Ba2 by ▇▇▇▇▇’▇, then (a) The balances of cash and Cash Equivalents of the Borrower in accounts maintained Company shall promptly provide written notice thereof to the Administrative Agent and, so long as HSBC Bank USA, National Association (“HSBC Bank”) is a Lender, to HSBC Bank at the Lenderaddress set forth in Schedule 1.1(B), exclusive of payroll accounts, are less than Two Million and 00/100 ($2,000,000.00) Dollars; or (b) The occurrence the Obligations of an Event of Default while there exist any outstanding Loans the Company and such Event of Default has not been cured by the BorrowerGuarantors (collectively and together with the Company, or waived by the Lender“Pledgors”) shall, within thirty (30) days; or as promptly as reasonably practicable, be secured in accordance with the Security Principles set forth on Exhibit 1.6, (c) The Borrower requests a Loan subject to the Security Principles (whether an initial Loan or an additional Loanand the exclusions and limitations set forth therein), the Company, the other Pledgors, the Administrative Agent and the Collateral Agent shall enter into security agreements, pledge agreements, intellectual property security agreements or other similar agreements, instruments or documents (collectively, the conversion “Collateral Documents”) that create or purport to create and, as applicable, perfect a Lien in favor of an existing Loan, while an Event the Administrative Agent and the Collateral Agent for their benefit and for the benefit of Default is continuing, regardless of whether or not the Borrower has had any opportunity to cure such Event of Default, or whether it has been continuing for thirty (30) days or any other a particular period; or Lenders and (d) The Borrower (x) if the Company provides notice in accordance with the foregoing clause (a) prior to the Project Jupiter Closing Date, HSBC Bank shall be appointed as the Collateral Agent and (y) if the Company provides notice in accordance with the foregoing clause (a) on or after the Project Jupiter Closing Date then (i) if HSBC Bank is a Lender at such time, HSBC Bank shall have a right of first appointment as the Collateral Agent and no other Person shall be appointed as the Collateral Agent unless HSBC Bank has Loans outstanding not agreed in an aggregate amount equal writing to or exceeding Five Million ($5,000,000.00) Dollars (excluding any issued Letters be appointed as the Collateral Agent promptly after its receipt of Credit) for a period of more than ninety (90) consecutive days; then, in such event, the Borrower shall forthwith, and, in any event within two (2) business days of written notice from the LenderCompany and (ii) if clause (i) does not apply, execute then the Administrative Agent shall also serve as the Collateral Agent. The Collateral Agent shall be appointed on customary terms and deliver paid a customary fee by the Company in an amount to be agreed upon by the Company and the Collateral Agent. (ii) Notwithstanding anything to the contrary, the Pledgors, the Administrative Agent and the Collateral Agent are hereby authorized, without the consent of any Lender a security agreement (the “Security Agreement”) or other party to any Loan Document, to amend and modify this Agreement and enter into, amend and modify any other Loan Document and any Collateral Document, in each case as may be necessary, or in the form attached hereto as Exhibit 3.1reasonable opinion of the Company, granting to the Lender a first lien Administrative Agent and security interest in the Collateral (as defined Agent, appropriate, in order to secure the Security Agreement) (and subject to the filing of appropriate financing statements). Additionally, the Borrower hereby irrevocably constitutes and appoints the Lender as the Borrower’s true and lawful attorney, with full power of substitution, at the sole cost and expense Obligations of the Borrower but for Pledgors and appoint the sole benefit Collateral Agent in accordance with the terms of the Lender, this Section 1.6 and otherwise give effect to be exercised only upon such event, to execute the Security Agreement in the name of the Borrower. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower to the Lender shall remain unpaidSection 1.6.