Amendment to Guaranty and Security Agreement. To secure the obligations of the Company under the Convertible Note, on the date hereof, the Company, Greenle Partners LLC Series Alpha P.S. and Greenle Beta shall enter into and deliver an amendment to the Security Agreement in the form annexed to this letter agreement as Exhibit B. Xxxxxxx Partners LLC Series Beta P.S. February __, 2023 If the foregoing accurately sets forth our understanding and agreement as to the matters set forth above, please acknowledge your agreement by signing below and returning to us a copy of this letter. Very truly yours, LuxUrban Hotels Inc. By: /s/ Bxxxx Xxxxxxxxx Name: Bxxxx Xxxxxxxxx Title: Chief Executive Officer ACKNOWLEDGED and AGREED: Greenle Partners LLC Series Beta P.S. By: /s/ Axxx Xxxxxxx Name: Axxx Xxxxxxx Title: Manager EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Dated as of: February __, 2023 Maturity Date: August __, 2023 Interest Rate: 5% Original Principal Amount: $2,079,686.13 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE AUGUST __, 2023 FOR VALUE RECEIVED, LuxUrBan Hotels Inc., a Delaware corporation (the “Company”), having its principal place of business at 2000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, hereby promises to pay to the order of Greenle Partners LLC Series Beta P.S. or its registered assigns or successors-in-interest (the “Holder”), or shall have paid pursuant to the terms hereunder, an amount equal to the original principal amount set forth above on August __, 2023 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to p...
Amendment to Guaranty and Security Agreement. The Administrative Agent shall have received the First Amendment to Security Agreement, duly completed and executed by Borrower and Parent.
Amendment to Guaranty and Security Agreement. A. Effective as of the Effective Date, each New Grantor by its signature below becomes a Grantor party to the Amended Guaranty and Security Agreement with the same force and effect as if originally named therein as a Grantor, and each New Grantor hereby (a) agrees to all the terms and provisions of the Amended Guaranty and Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects (except for those representations qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof. In furtherance of the foregoing, (x) each New Grantor irrevocably, absolutely and unconditionally guarantees to the Administrative Agent for the benefit of the Secured Parties, jointly with the other Grantors and severally, as primary obligor and not merely as a surety, the due and punctual payment and performance of the Guaranteed Obligations (as defined in the Amended Guaranty and Security Agreement) (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise), in each case, whether such Guaranteed Obligations are now existing or hereafter incurred under, arising out of or in connection with any Loan Document, Secured Swap Agreements or Secured Cash Management Agreements and (y) as security for the payment and performance in full of the Secured Obligations (as defined in the Amended Guaranty and Security Agreement) (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise), each New Grantor hereby assigns and pledges to the Administrative Agent for the benefit of the Secured Parties, and hereby grants to the Administrative Agent for the benefit of the Secured Parties, a security interest in all of such New Grantor’s right, title and interest in, to and under the Collateral (as defined in the Amended Guaranty and Security Agreement), whether now owned or at any time hereafter acquired by such New Grantor or in which such New Grantor now has or at any time in the future may acquire any right, title or interest. The Amended Guaranty and Security Agreement is hereby incorporated herein by reference.
Amendment to Guaranty and Security Agreement. (a) Annex 7 is hereby deleted and replaced in its entirety with Annex 7 attached hereto.
Amendment to Guaranty and Security Agreement. Agent shall have received fully executed counterparts of the Second Amendment to the Guaranty and Security Agreement, duly authorized, executed and delivered by the Loan Parties.
Amendment to Guaranty and Security Agreement. The final paragraph of Section 3 of the Guaranty and Security Agreement is hereby amended and restated in its entirety to read as follows: “Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusion of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusion of this clause (i) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement), (ii) any Accounts arising out of the sale of goods or services by any Grantor to any Permitted Supplier Financing Account Debtor, together with all proceeds, supporting obligations and other ancillary rights with respect to such Accounts, which are sold and transferred by such Grantor pursuant to any Permitted Supplier Financing Transaction (provided, that the foregoing exclusion of this clause (ii) shall in no way be construed to apply to any right, title or interest in any proceeds of the sale of such Accounts or amounts otherwise paid or payable...
Amendment to Guaranty and Security Agreement. (a) Section 7 is hereby amended as follows: (i) all references to “00 Xxxxx Xxxxxx, Suite 305, Newton MA 02459” are hereby deleted and replaced with “000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000” and (ii) all references to “Facsimile: (000) 000-0000” are hereby deleted and replaced with “Facsimile: (000) 000-0000”.
Amendment to Guaranty and Security Agreement. Subject to the terms and conditions contained herein, the Guaranty and Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manager as the following example: underlined text) as set forth in the changes pages of the Loan Agreement attached hereto as Exhibit C.
Amendment to Guaranty and Security Agreement. Effective as of the Second Amendment Effective Date (as defined in Section 4 below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 4 below, the Guaranty and Security Agreement is hereby amended as follows:
Amendment to Guaranty and Security Agreement. In reliance on the representations and warranties of the Consent Parties set forth in Section 6 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5(b) below, the Guaranty and Security Agreement is hereby amended as follows:
