Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16, 2016, made by the Subsidiaries of Starwood Property Trust, Inc., a Maryland corporation, party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). This Security Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor hereby agrees to be bound as a Secured Guarantor and as a Grantor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor thereunder. The New Grantor hereby makes each of the representations and warranties, as of the date hereof, and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Agreement, as applicable, with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security Agreement

Appears in 1 contract

Samples: Credit Agreement (Starwood Property Trust, Inc.)

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Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16June 29, 20162005, made by the Subsidiaries of Starwood Property Trust, ORBIMAGE Holdings Inc., a Maryland corporationDelaware corporation (the “Issuer”), the Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A.The Bank of New York, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Agreement, as applicable, Security Agreement with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementYORK.

Appears in 1 contract

Samples: Security Agreement (Orbimage Inc)

Ladies and Gentlemen. Reference is made to the Security Agreement that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16August 3, 20162015, made by the Subsidiaries of Starwood Property TrustXXXXXX & XXXXX EDUCATION, Inc.INC., a Maryland corporationDelaware corporation (the “Borrower”), and the other Grantors party thereto and JPMorgan Chase Bankin favor of BANK OF AMERICA, N.A., as administrative collateral agent for the Credit Parties (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Agreement Supplement letter supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), pursuant to Section 3.5 3.3 of the Security Agreement. The New Grantor hereby agrees to be bound as a Secured Guarantor and as a Grantor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor thereunder. The New Grantor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, Agreement and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relatesCredit Agreement. Annexed hereto are supplements to each of the schedules to the Credit Agreement and Perfection Certificate and the Credit Agreement, as applicable, with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement or Agreement, the Credit Agreement, or the Perfection Certificate, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING SECTION GENERAL OBLIGATIONS LAW SECTIONS 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLESAND 5-1402). Form of Security Agreement.

Appears in 1 contract

Samples: Credit Agreement (Barnes & Noble Education, Inc.)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16June 29, 20162005, made by the Subsidiaries of Starwood Property Trust, ORBIMAGE Holdings Inc., a Maryland corporationDelaware corporation (the “Issuer”), the Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A.The Bank of New York, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] ORBIMAGE INC. (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Agreement, as applicable, Security Agreement with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementYORK.

Appears in 1 contract

Samples: Joinder Agreement (Orbimage Holdings Inc/De)

Ladies and Gentlemen. Reference is made to the Pledge and Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16July 27, 20162012, made by the Subsidiaries of Starwood Property TrustLIFETIME BRANDS, Inc.INC., a Maryland corporationDelaware corporation (the “Borrower”), the Guarantors party thereto and JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), pursuant to Section 3.5 8.21 of the Security Agreement. The New Grantor hereby agrees to be bound as a Secured Guarantor and as a Grantor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor thereunder. The New Grantor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate Security Agreement and the Credit Agreement, as applicable, with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWSYORK, BUT OTHERWISE WITHOUT REGARD GIVING EFFECT TO CONFLICTS FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. EXHIBIT H FORM OF LAW PRINCIPLESOPINION OF COMPANY COUNSEL [Attached] 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 (000) 000-0000 July 27, 2012 To the Lenders, the Administrative Agent and the Collateral Agent referred to below c/o JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as special U.S. counsel to Lifetime Brands, Inc., a Delaware corporation (the “Company”), Pfaltzgraff Factory Stores, Inc., a Delaware corporation (“Pfaltzgraff”), TMC Acquisition Inc., a Delaware corporation (“TMC”) and Lifetime Delaware Holdings, LLC, a Delaware limited liability company (“Holdings”) (the Company, Pfaltzgraff, TMC and Holdings are hereinafter sometimes referred to collectively as the “U.S. Loan Parties” and each singly as a “U.S. Loan Party”), in connection with the execution and delivery by the U.S. Loan Parties to JPMorgan Chase Bank, N.A., as Administrative Agent (when acting in such capacity, the “Administrative Agent”) and as Collateral Agent (when acting in such capacity, the “Collateral Agent”) of that certain Senior Secured Credit Agreement, dated of even date herewith (the “Credit Agreement”), by and among the Company, the Subsidiary Guarantors party thereto, the banks and other financial institutions identified therein as Lenders, the Administrative Agent and the Collateral Agent. This opinion is furnished to you pursuant to the provisions of Section 4.01(a) of the Credit Agreement. All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement, and if not defined therein, then the meanings given to such terms in the U.S. Security Agreement (as defined below). Form In connection with this opinion letter, we have examined, among other documents, copies of Security Agreementthe following documents in the forms executed and delivered on the date hereof (collectively, the “Loan Documents”):

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16, 2016June 8, made by the Subsidiaries of Starwood Property Trust, Inc.EH HOLDING CORPORATION, a Maryland corporationColorado corporation (the “Issuer”), party thereto and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 3.6 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Security Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWSYORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Security Agreement (EchoStar CORP)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16July 6, 20162007, made by the Subsidiaries of Starwood Property Trust, Inc.NOVELIS INC., a Maryland corporation formed under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, and the Guarantors party thereto and JPMorgan Chase Bankthereto, N.A.in favor of UBS AG, STAMFORD BRANCH, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement (“Joinder Agreement”) supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, Agreement and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relatesCredit Agreement. Annexed hereto are supplements to each of the schedules to the Perfection Certificate Security Agreement and the Credit Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWSYORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES)PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Form of Security AgreementNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS JOINDER AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS JOINDER AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

Appears in 1 contract

Samples: Security Agreement (Novelis South America Holdings LLC)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16August 11, 2016, 2006 made by the Subsidiaries of Starwood Property Trust, Inc.and among BARRINGTON BROADCASTING GROUP LLC, a Maryland corporationDelaware limited liability company (“Borrower”), BARRINGTON BROADCASTING LLC, a Delaware limited liability company (“Holdings”), and the Guarantors party thereto and JPMorgan Chase BankBANK OF AMERICA, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral owned by it and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Agreement, as applicable, Security Agreement with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementYORK.

Appears in 1 contract

Samples: Security Agreement (Barrington Quincy LLC)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16April 23, 20162013, made by the Subsidiaries of Starwood Property Trust, Inc.and among MERGE HEALTHCARE INCORPORATED, a Maryland corporationDelaware corporation (“Borrower”), the other Pledgors party thereto and JPMorgan Chase Bank, N.A.JEFFERIES FINANCE LLC, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ [•] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Subsidiary Guarantor to the Credit Agreement and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, as collateral security for the payment and performance in full of all the Secured Obligations, the New Grantor Pledgor hereby grants and pledges to the Administrative Agent, as collateral security Collateral Agent for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) ratable benefit of the ObligationsSecured Parties, a lien Lien on and security interest in, in and to all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Subsidiary Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time Agreement and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 III of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relatesCredit Agreement. Annexed hereto are supplements to each of the schedules to the Perfection Certificate Security Agreement and the Credit Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD GIVING EFFECT TO CONFLICTS ANY CHOICE OF LAW PRINCIPLES). Form of Security AgreementPROVISIONS THAT WOULD APPLY THE LAWS OF ANOTHER JURSIDICTION.

Appears in 1 contract

Samples: Security Agreement (Merge Healthcare Inc)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16January 10, 20162006, made by the Subsidiaries of Starwood Property Trust, Inc.ORBIMAGE SI HOLDCO INC., a Maryland corporationDelaware corporation (“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party thereto and JPMorgan Chase Bank, N.A.hereto (the “Guarantors”), as administrative agent pledgors, assignors and debtors (Holdco and the Borrower, together with the Guarantors, and together with any successors, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York, in its capacity as collateral agent, as pledge, assignee and secured party (in such capacity capacities and together with any successors in such capacitycapacities, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Agreement, as applicable, Security Agreement with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementYORK.

Appears in 1 contract

Samples: Security Agreement (Orbimage Inc)

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Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 1617, 20162010, made by the Subsidiaries of Starwood Property Trust, Inc.NOVELIS INC., a Maryland corporationcorporation amalgamated under the Canada Business Corporations Act, and the Guarantors party thereto and JPMorgan Chase Bankthereto, in favor of BANK OF AMERICA, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement (“Joinder Agreement”) supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement (provided that for purposes of this sentence, references in such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of this Joinder Agreement). Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, Agreement and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relatesCredit Agreement. Annexed hereto are supplements to each of the schedules to the Perfection Certificate Security Agreement and the Credit Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any an executed counterpart of a signature page of this Security Joinder Agreement Supplement by facsimile facsimile, e-mail or other electronic transmission (including in pdf format or other similar format) shall be effective as delivery of a manually executed counterpart of this Security Agreement SupplementJoinder Agreement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWSYORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES)PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Form of Security AgreementNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS JOINDER AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS JOINDER AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

Appears in 1 contract

Samples: Security Agreement (Novelis Inc.)

Ladies and Gentlemen. Reference is made to the Amended and Restated Pledge and Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16April 17, 20162013, made by the Subsidiaries of Starwood Property TrustThe Chefs’ Warehouse, Inc., a Maryland Delaware corporation, the other Grantors party thereto and JPMorgan Chase Bank, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), pursuant to Section 3.5 8.21 of the Security Agreement. The New Grantor hereby agrees to be bound as a Secured Guarantor and as a Grantor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor thereunder. The New Grantor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the exhibits to the Security Agreement and schedules to the Perfection Certificate Credit Agreement and the Credit Note Agreement, as applicable, with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement, the Credit Agreement or the Credit Note Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementYORK.

Appears in 1 contract

Samples: Pledge and Security Agreement (Chefs' Warehouse, Inc.)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 1628, 20162011, made by the Subsidiaries of Starwood Property TrustNPC INTERNATIONAL, Inc.INC., a Maryland corporationKansas corporation (the “Parent Borrower”), the other Pledgors party thereto and JPMorgan Chase Bank, N.A.BARCLAYS BANK PLC, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles VIII, IX and XIII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor thereunderPledgor under the Security Agreement. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, and agrees to each of the covenants warranties applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time Agreement and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 VII of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including Credit Agreement (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relatesthan those only made on prior dates). Annexed hereto are supplements to each of the schedules to the Perfection Certificate Security Agreement and the Credit Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementYORK.

Appears in 1 contract

Samples: Security Agreement (NPC Operating Co B, Inc.)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16June 23, 20162014, made by the Subsidiaries of Starwood Property TrustESH HOSPITALITY, Inc.INC., a Maryland corporation, Delaware corporation (the “Borrower”) and the subsidiary guarantors from time to time party thereto (the “Subsidiary Guarantors”) and JPMorgan Chase Bank, N.A.XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 3.6 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Subsidiary Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Subsidiary Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. The New Grantor Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such the New Grantor Pledgor is an organization, and the type of organizationorganization and any organizational identification number issued to the New Pledgor, (ii) any financing or continuation statements or other documents without the signature of such the New Grantor Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor Pledgor or in which such the New Grantor Pledgor otherwise has rights” or using words of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Annexed hereto are supplements The New Pledgor agrees to each of provide all information described in the schedules immediately preceding sentence to the Perfection Certificate and Administrative Agent promptly upon request by the Credit Agreement, as applicable, with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effectAdministrative Agent. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH AND GOVERNED BY THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWSYORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementPRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality, Inc.)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16April 29, 20162014, made by the Subsidiaries of Starwood Property Trust, Inc.and among MERGE HEALTHCARE INCORPORATED, a Maryland corporationDelaware corporation (“Borrower”), the other Pledgors party thereto and JPMorgan Chase BankGUGGENHEIM CORPORATE FUNDING, N.A.LLC, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ [•] (the “New GrantorPledgor”), pursuant to Section 3.5 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Subsidiary Guarantor to the Credit Agreement and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, as collateral security for the payment and performance in full of all the Secured Obligations, the New Grantor Pledgor hereby grants and pledges to the Administrative Agent, as collateral security Collateral Agent for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) ratable benefit of the ObligationsSecured Parties, a lien Lien on and security interest in, in and to all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Secured Subsidiary Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time Agreement and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 III of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relatesCredit Agreement. Annexed hereto are supplements to each of the schedules to the Perfection Certificate Security Agreement and the Credit Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security This Joinder Agreement shall remain unchanged and in full force and effect. This Security Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD GIVING EFFECT TO CONFLICTS ANY CHOICE OF LAW PRINCIPLES). Form of Security AgreementPROVISIONS THAT WOULD APPLY THE LAWS OF ANOTHER JURSIDICTION.

Appears in 1 contract

Samples: Security Agreement (Merge Healthcare Inc)

Ladies and Gentlemen. Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 16November 26, 20162021, made by the Subsidiaries of Starwood Property Trust, Inc.DISH DBS Corporation, a Maryland corporationColorado corporation (the “Issuer”), party thereto and JPMorgan Chase Bank, N.A.U.S. Bank National Association, as administrative collateral agent (in such capacity and together with any successors in such capacity, the “Administrative Collateral Agent”). This Security Joinder Agreement Supplement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New GrantorPledgor”), pursuant to Section 3.5 3.6 of the Security Agreement. The New Grantor Pledgor hereby agrees to be bound as a Secured Guarantor and as a Grantor Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Secured Guarantor and Grantor Pledgor thereunder. The New Grantor Pledgor hereby makes each of the representations and warranties, as of the date hereof, warranties and agrees to each of the covenants applicable to the Grantors Pledgors contained in the Security Agreement. The New Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether such New Grantor is an organization, and the type of organization, (ii) any financing or continuation statements or other documents without the signature of such New Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all Form of Security Agreement assets now owned or hereafter acquired by the New Grantor or in which such New Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Annexed hereto are supplements to each of the schedules to the Perfection Certificate and the Credit Security Agreement, as applicable, with respect to the New GrantorPledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. Except as supplemented hereby, the Security Agreement shall remain unchanged and in full force and effect. This Security Joinder Agreement Supplement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Security Agreement Supplement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement Supplement. THIS SECURITY JOINDER AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWSYORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). Form of Security AgreementLAWS PRINCIPLES THEREOF.

Appears in 1 contract

Samples: Security Agreement (Dish DBS Corp)

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