The Security Instruments. (1) a duly completed and executed Facility Guaranty dated as of the Closing Date and duly delivered by Parent; (2) a duly completed and executed Borrower Pledge Agreement, dated as of the Closing Date and duly delivered by the Borrower granting to the Administrative Agent a first priority security interest in certain of the Equity owned by the Borrower in HRY, Hallwood Realty and HCRE (as more particularly described therein) as security for the Lender Indebtedness; (3) a duly completed and executed Parent Pledge Agreement, dated as of the Closing Date and duly delivered by Parent, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Parent in Hallwood Hotels (as more particularly described therein) as security for the Lender Indebtedness; (4) a duly completed and executed Integra Pledge Agreement, dated as of the Closing Date and duly delivered by Integra, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Integra in Broc▇ (▇▇ more particularly described therein) as security for the Lender Indebtedness; (5) a duly completed and executed HEPGP Pledge Agreement, dated as of the Closing Date and duly delivered by HEPGP, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by HEPGP in HECO (as more particularly described therein) as security for the Lender Indebtedness; (6) duly completed and executed UCC-1 financing statements necessary to perfect the Liens and security interests created by the Pledge Agreements and the Collateral Assignment of Intercompany Note; (7) in addition to the UCC-1 financing statements required by clause (6) preceding, such other documents, instruments and agreements as the Administrative Agent shall reasonably request to fully evidence and perfect the Liens created by the Security Instruments; (8) a duly completed and executed Collateral Assignment of Intercompany Note, dated as of the Closing Date and duly delivered by the Borrower; (9) a duly completed and executed Parent Intercompany Note dated as of the Closing Date and duly delivered by the Borrower, and duly endorsed by the Borrower to the Administrative Agent for the ratable benefit of the Lenders; and (10) all Property in which the Administrative Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other Financing Document shall have been physically delivered to the possession of the Administrative Agent to the extent that such possession is necessary for the purpose of perfecting the Administrative Agent's Lien in such Collateral, including, without limitation, the Parent Intercompany Note, stock certificates, certificates of limited partnership interests and certificates of membership interests representing the issued and outstanding Equity in HECO, Hallwood Hotels, HRY, Broc▇, ▇▇ll▇▇▇▇ ▇▇▇lty and HCRE described in the Pledge Agreements, duly endorsed for transfer to the Administrative Agent or such other duly executed assignments of such Equity as are acceptable to the Administrative Agent, the Lenders or their counsel.
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The Security Instruments. (1) a A duly completed and executed Parent Facility Guaranty dated as of the Closing Date and duly delivered by Parent;
(2) a duly completed and executed Borrower Subsidiary Facility Guaranty dated as of the Closing Date and duly delivered by each of Hallwood Realty and HCRE;
(3) a duly completed and executed Pledge Agreement, dated as of the Closing Date and duly delivered by the Borrower Borrower, granting to the Administrative Agent a first priority security interest in certain of the Equity owned by the Borrower in HRY, Hallwood Realty and HCRE (as more particularly described therein) as security for the Lender Indebtedness;
(3) a duly completed and executed Parent Pledge Agreement, dated as of the Closing Date and duly delivered by Parent, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Parent in Hallwood Hotels HRY (as more particularly described therein) as security for the Lender Indebtedness;
(4) duly completed and executed Parent Intercompany Notes duly delivered by the Borrower, and each duly endorsed by the Borrower to the Administrative Agent for the ratable benefit of the Lenders;
(5) a duly completed and executed Integra Pledge AgreementCollateral Assignment of Intercompany Notes, dated as of the Closing Date and duly delivered by Integra, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Integra in Broc▇ (▇▇ more particularly described therein) as security for the Lender Indebtedness;
(5) a duly completed and executed HEPGP Pledge Agreement, dated as of the Closing Date and duly delivered by HEPGP, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by HEPGP in HECO (as more particularly described therein) as security for the Lender IndebtednessBorrower;
(6) duly completed and executed authorized UCC-1 financing statements necessary to perfect the Liens and security interests created by the Pledge Agreements Agreement and the Collateral Assignment of Intercompany NoteNotes;
(7) in addition to the UCC-1 financing statements required by clause (6) preceding, such other documents, instruments and agreements as the Administrative Agent shall reasonably request to fully evidence and perfect the Liens created by the Security Instruments;
(8) a duly completed and executed Collateral Assignment of Intercompany Note, dated as of the Closing Date and duly delivered by the Borrower;
(9) a duly completed and executed Parent Intercompany Note dated as of the Closing Date and duly delivered by the Borrower, and duly endorsed by the Borrower to the Administrative Agent for the ratable benefit of the Lenders; and
(10) 8) all Property in which the Administrative Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other Financing Document shall have been physically delivered to the possession of the Administrative Agent to the extent that such possession is necessary for the purpose of perfecting a first-priority Lien in favor of the Administrative Agent's Lien Agent in such Collateral, including, without limitation, the Parent Intercompany Note, stock certificatesNotes, certificates of limited partnership interests and certificates of membership interests representing the issued and outstanding Equity in HECO, Hallwood Hotels, HRY, Broc▇, ▇▇ll▇▇▇▇ ▇▇▇lty and HCRE HRY described in the Pledge AgreementsAgreement, duly endorsed for transfer to the Administrative Agent or such other duly executed assignments of such Equity as are acceptable to the Administrative Agent, the Lenders or their counsel.
Appears in 1 contract
The Security Instruments. (1) a duly completed and executed Facility Guaranty dated as of the Closing Date and duly delivered by Parent;
(2) a duly completed and executed Borrower Pledge Agreement, dated as of the Closing Date and duly delivered by the Borrower granting to the Administrative Agent a first priority security interest in certain of the Equity owned by the Borrower in HRY, Hallwood Realty and HCRE HRY (as more particularly described therein) as security for the Lender Indebtedness;
(3) duly completed and executed Parent Intercompany Notes each dated as of the Closing Date and duly delivered by the Borrower, and each duly endorsed by the Borrower to the Administrative Agent for the ratable benefit of the Lenders;
(4) a duly completed and executed Parent Pledge AgreementCollateral Assignment of Intercompany Notes, dated as of the Closing Date and duly delivered by Parent, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Parent in Hallwood Hotels (as more particularly described therein) as security for the Lender Indebtedness;
(4) a duly completed and executed Integra Pledge Agreement, dated as of the Closing Date and duly delivered by Integra, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Integra in Broc▇ (▇▇ more particularly described therein) as security for the Lender IndebtednessBorrower;
(5) a duly completed and executed HEPGP Pledge Agreement, dated as of the Closing Date and duly delivered by HEPGP, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by HEPGP in HECO (as more particularly described thereinapplicable) as security for the Lender Indebtedness;
(6) duly completed and executed UCC-1 financing statements necessary to perfect the Liens and security interests created by the Pledge Agreements Agreement and the Collateral Assignment of Intercompany NoteNotes;
(76) in addition to the UCC-1 financing statements required by clause (63) preceding, such other documents, instruments and agreements as the Administrative Agent shall reasonably request to fully evidence and perfect the Liens created by the Security Instruments;
(8) a duly completed and executed Collateral Assignment of Intercompany Note, dated as of the Closing Date and duly delivered by the Borrower;
(9) a duly completed and executed Parent Intercompany Note dated as of the Closing Date and duly delivered by the Borrower, and duly endorsed by the Borrower to the Administrative Agent for the ratable benefit of the Lenders; and
(107) all Property in which the Administrative Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other Financing Document shall have been physically delivered to the possession of the Administrative Agent to the extent that such possession is necessary for the purpose of perfecting the Administrative Agent's Lien in such Collateral, including, without limitation, the Parent Intercompany Note, stock certificatesNotes, certificates of limited partnership interests and certificates of membership interests representing the issued and outstanding Equity in HECO, Hallwood Hotels, HRY, Broc▇, ▇▇ll▇▇▇▇ ▇▇▇lty and HCRE HRY described in the Pledge AgreementsAgreement, duly endorsed for transfer to the Administrative Agent or such other duly executed assignments of such Equity as are acceptable to the Administrative Agent, the Lenders or their counsel.
Appears in 1 contract
The Security Instruments. (1) a duly completed Guaranty and executed Facility Guaranty dated as of the Closing Date and duly delivered by Parent;
(2) a duly completed and executed Borrower Pledge Security Agreement, dated as of the Closing Date and duly delivered executed by each of the US Borrowers (A) guaranteeing the repayment of the Canadian Lender Indebtedness by each such US Borrower and (B) granting to the Administrative Agent a first priority security interest in certain all of the Equity owned by the Borrower in HRYpersonal property of each US Borrower, Hallwood Realty and HCRE (as more particularly described therein) as security for the Lender Indebtedness;
(32) a duly completed and executed Parent Pledge Canadian Security Agreement, dated as of the Closing Date and duly delivered executed by Parent, each Canadian Borrower granting to the Canadian Administrative Agent a first and prior priority security interest in certain all of the Equity owned by Parent in Hallwood Hotels (as more particularly described therein) personal property of each Canadian Credit Party, as security for the Canadian Lender Indebtedness;
(43) a duly completed and executed Integra Pledge Agreement, dated as of the Closing Date and duly delivered by Integra, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by Integra in Broc▇ (▇▇ more particularly described therein) as security for the Lender Indebtedness;
(5) a duly completed and executed HEPGP Pledge Agreement, dated as of the Closing Date and duly delivered by HEPGP, granting to the Administrative Agent a first and prior security interest in certain of the Equity owned by HEPGP in HECO (as more particularly described therein) as security for the Lender Indebtedness;
(6) duly completed and executed UCC-1 financing statements necessary to perfect the Liens and security interests created by the Pledge Guaranty and Security Agreements and the Collateral Assignment of Intercompany NoteReal Estate Mortgages;
(74) in addition to the UCC-1 financing statements statement required by clause (65) preceding, such other documents, instruments and agreements as the Administrative Agent or Canadian Administrative Agent shall reasonably request to fully evidence and perfect the Liens created by the Security Instruments;
(5) [Intentionally Deleted]
(6) a Lockbox Agreement duly executed by the US Borrowers and establishing the US Lockbox;
(7) a Lockbox Agreement duly executed by the Canadian Borrowers, the Canadian Administrative Agent and establishing the Canadian Lockbox and the Canadian Blocked Account;
(8) a duly completed and executed Collateral Assignment of Intercompany Note, Real Estate Mortgages dated as of the Closing Date and duly delivered executed by Tube, Precision Canada and Prudential granting to Administrative Agent or Canadian Administrative Agent, as applicable, a first priority perfected lien in and to all Mortgaged Real Property owned by Tube, Precision Canada and Prudential as of the BorrowerClosing Date subject to Permitted Liens;
(9) a Landlord Consent and Subordination Agreements duly completed executed and executed Parent Intercompany Note dated as of the Closing Date and duly delivered by the Borrowereach landlord of Mortgaged Real Property leasehold interests in such real property constitutes Mortgaged Real Property;
(10) Landlord Waiver Agreements duly executed and delivered by each landlord of Real Property leased by any Borrower (other than Mortgaged Real Property), in form and duly endorsed by the Borrower substance satisfactory to the Administrative Agent for Agent;
(11) original stock certificates and duly executed corresponding stock powers to perfect the ratable benefit of Administrative Agent's or Canadian Administrative Agent's security in the Lendersequity pledged by the Guaranty and Security Agreements and the Canadian Security Agreements; and
(1012) all Property in which the Administrative Agent or Canadian Administrative Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other Financing Document shall have been physically delivered to the possession of the Administrative Agent or Canadian Administrative Agent to the extent that such possession is necessary for the purpose of perfecting the Administrative Agent's or the Canadian Administrative Agent's Lien in such Collateral, including, without limitation, the Parent Intercompany Note, stock certificates, certificates of limited partnership interests and certificates of membership interests representing the issued and outstanding Equity in HECO, Hallwood Hotels, HRY, Broc▇, ▇▇ll▇▇▇▇ ▇▇▇lty and HCRE described in the Pledge Agreements, duly endorsed for transfer to the Administrative Agent or such other duly executed assignments of such Equity as are acceptable to the Administrative Agent, the Lenders or their counsel.
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