Loan and Security Agreement. (ACCOUNTS AND INVENTORY)
Loan and Security Agreement. The Company shall use commercially reasonable efforts to deliver all notices and take all other actions reasonably requested by Parent or Merger Sub that are required to facilitate in accordance with the terms thereof the termination of all commitments, if any, outstanding under the Loan and Security Agreement, dated as of September 30, 2019, among Solar Capital Ltd., as collateral agent, the lenders party thereto, the Company and the Company Subsidiaries (the “Loan and Security Agreement”), the repayment in full of all obligations outstanding thereunder, the release of all Liens securing such obligations, and the release of guarantees, if any, in connection therewith on the Closing Date as of the Effective Time (such termination, repayment and releases, the “LSA Terminations”). In furtherance and not in limitation of the foregoing, the Company shall use commercially reasonable efforts to cause Solar Capital Ltd. or any successor thereto to deliver to Parent and Merger Sub no later than three (3) business days prior to the Closing of an executed payoff letter with respect to the Loan and Security Agreement in form and substance customary for transactions of this type, from the lenders (or their Representative(s)) under the Loan and Security Agreement (the “Payoff Letter”), which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and any guarantees) granted in connection therewith relating to the assets, rights and properties of the Company or any of the Company Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Closing Date as of the Effective Time be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section 7.14 require the Company to cause the LSA Terminations to be effective unless and until the Effective Time has occurred and Parent or Merger Sub has provided or caused to be provided to the Company by wire transfer immediately available funds (or Parent or Merger Sub has directed the Company to use funds on its balance sheet, to the extent such funds are available as of immediately prior to the Effective Time) to pay in full the then-outstanding principal amount of and accrued and unpaid interest, prepayment penalties or premiums (if any), breakage costs, fees and expenses of the lenders and all other obligations ...
Loan and Security Agreement. Performance of all obligations of Borrower (as such term is defined in the Loan and Security Agreement, and hereafter used with such meaning) under the terms of the Loan and Security Agreement, any of the Guaranty Agreements or Security Documents referred to in the Loan and Security Agreement, and any other loan agreement, tri-party financing agreement or other agreement between Grantor and Beneficiary, GNI and any other parties pertaining to the use of the proceeds of the Notes."
2.5 All references to the Loan Agreement shall be amended to refer to the Loan and Security Agreement described herein.
2.6 The following sentence is added after the first sentence of Paragraph 2.9 of the Deed of Trust: "IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY GRANTOR THAT THE INDEMNIFICATION AGREEMENT CONTAINED IN THIS PARAGRAPH PROTECTS BENEFICIARY FROM THE CONSEQUENCES OF BENEFICIARY'S ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF BENEFICIARY."
2.7 The following sentence is added to the end of Paragraph 8.4 of the Deed of Trust: "IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY GRANTOR THAT THE INDEMNIFICATION AGREEMENT CONTAINED IN THIS PARAGRAPH PROTECTS TRUSTEE FROM THE CONSEQUENCES OF TRUSTEE'S ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS OF TRUSTEE OR BENEFICIARY."
Loan and Security Agreement. This Agreement, executed by the Borrower;
Loan and Security Agreement. Borrower, RBC Centura Bank, as collateral agent, and Bank and Regions Bank, as lenders, have entered into a Loan and Security Agreement, dated as of even date herewith (as amended or modified or restated from time to time, the “Loan and Security Agreement”). This Note is also secured by (1) the security documents and other supporting obligations referenced in the Commitment Letter and by those referenced in the Loan and Security Agreement and (2) the security documents and other supporting obligations which reference that they secure this Note (“security documents”).
Loan and Security Agreement. This Loan and Security Agreement (this “Loan Agreement”) is made and entered into as of February 1, 2017, by and among GKS FUNDING LLC, as administrative agent (in such capacity “Agent”), the lenders party hereto (“Lenders”), and AGRITECH WORLDWIDE, INC., a Nevada corporation (“Borrower”).
Loan and Security Agreement. Multiple Borrower Terms
Loan and Security Agreement. Notwithstanding anything to the contrary contained herein, each of the parties hereby acknowledges that neither the execution of this Agreement, nor the consummation (or failure to consummate) the transactions contemplated hereby, shall release COL or the Surviving Corporation, as the case may be, from COL's obligations under the VDC Loan Agreement.
Loan and Security Agreement. At the Closing, the Company shall deliver to the Buyer the duly executed Loan and Security Agreement in the form attached hereto as Exhibit J.
Loan and Security Agreement. Concurrently with the execution and delivery of this Agreement, CytRx and the Company shall enter into the Loan and Security Agreement in substantially the form attached hereto as Exhibit B (the “Loan and Security Agreement”), and thereafter shall comply with their respective obligations in accordance with the terms thereof.
