Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 2 contracts
Samples: Pledge Agreement (Ios Brands Corp), Pledge Agreement (Ios Brands Corp)
Obligations Secured. This Agreement is made and given to securesecures, and shall securein part, the prompt payment and performance when due of of:
(a) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower from time to reimburse time arising under the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant Transaction Documents, this Agreement or otherwise with respect to the Credit Agreement due and prompt payment of (i) the principal of and premium, if any, and interest, penalties, on and all other obligations of amounts due to Secured Party under, the Borrower under all Applications therefor, all obligations of Note (including interest accruing during the Pledgors, and pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of them individuallywhether allowed or allowable in such proceeding), arising under or in connection with or otherwise evidenced when and as due, whether at maturity, by Hedging Agreements with any acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes of the Secured Creditorsaction, expenses and all obligations of the Pledgorsindemnities, and of any of them individuallywhether primary, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become duesecondary, direct or indirect, absolute or contingent, and howsoever evidenceddue or to become due, held now existing or acquired and hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower under or with respect to the Transaction Documents; and
(b) any and all expenses and chargesother covenants, legal or otherwiseduties, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtednessdebts, obligations and liabilities of any kind of the Borrower under or with respect to the Transaction Documents or any other document made, delivered or given in realizing on connection with the Transaction Documents, in each case whether evidenced by a note or protecting other writing, whether allowed in any bankruptcy, insolvency, receivership or preserving any security thereforother similar proceeding, includingwhether arising from an extension of credit, without limitationissuance of a letter of credit, the lien acceptance, loan, guaranty, indemnification or otherwise, and security interest granted hereby whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (all of the indebtednesssuch obligations, obligationscovenants, duties, debts, liabilities, sums and expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything set forth in this Agreement to the contrarySection 1 collectively, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.“Secured Obligations”)
Appears in 2 contracts
Samples: Security Agreement (Precision Therapeutics Inc.), Security Agreement (Precision Therapeutics Inc.)
Obligations Secured. This Agreement instrument is made executed and given delivered by the Trustor to securesecure and enforce the irrevocable, full, punctual and shall secure, the prompt complete payment and performance when due of (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of:
(a) any and All amounts due or to become due under the Loan Agreement, including the payment of all indebtedness, obligations liabilities and amounts due or to become due under the Loan Agreement, in the original principal amount of up to Twenty-Five Million Dollars ($25,000,000) and under any other Credit Document, together with any amendment, modification, renewal, restatement, replacement or extension thereof. Notwithstanding the amount outstanding at any particular time, this Deed of Trust secures all amounts due under the Loan Agreement plus all costs, fees, expenses and charges provided therein, which is made a part hereof by reference. All advances under the Loan Agreement are obligatory and are secured by this Deed of Trust. All such obligatory advances, including future advances, and interest, fees, costs and charges thereon will have the same priority as the funds initially advanced under the Loan Agreement;
(b) Any and all other or additional indebtedness, liabilities or sums for which Trustor is now or may become liable to any Beneficiary or Trustee in any manner, whether under this instrument, the Guarantee, the Loan Agreement, any Credit Document or any other or future instrument or document, either primarily or secondarily, absolutely or contingently, directly or indirectly, jointly, severally, or jointly and severally, and whether matured or unmatured, and whether or not created after payment in full of the PledgorsObligations if this instrument shall not have been released of record by Beneficiary;
(c) All sums advanced and costs and expenses incurred by the Beneficiary or the Trustee (directly or indirectly), including all legal, accounting, engineering, management, consulting or like fees and of any of them individually, to the Secured Creditors, and to any of them individually, under expenses made or incurred in connection with or evidenced by the Credit Agreement Documents or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing Obligations or any part thereof, any amendment, modification, renewal, restatement, replacement or extension thereof, the acquisition or perfection of any security therefor or otherwise in each case whether now existing connection with the administration, preservation, perfection, enforcement and realization of the rights of the Trustee or hereafter arising (and whether arising before the Beneficiary hereunder or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and under any of them individuallythe other obligations secured hereby, including reasonable attorneys fees, courts costs and other litigation and foreclosure expenses;
(d) All renewals, extensions, amendments, modifications, restatements and changes of, or substitutions or replacements for, all or any part of the items described above; and
(e) Each and every covenant and agreement of Trustor contained in collecting or enforcing any of such Credit Document. The indebtedness, liabilities and obligations and liabilities or secured hereby, as described in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby foregoing clauses (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter a) – (e) are sometimes referred to herein as the "“Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law”.
Appears in 2 contracts
Samples: Deed of Trust (Santa Fe Gold CORP), Deed of Trust (Santa Fe Gold CORP)
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt The Security Interest granted hereby secures payment and performance when due satisfaction of any and all of the following (the "Obligations"): (a) any the prompt and complete payment of all indebtedness, indebtedness and other obligations and liabilities of the Pledgors, Company and of any of them individually, the Borrowing Subsidiaries now or hereafter owing to the Secured Creditors, and to any of them individually, Lenders or the Agent under or in connection with or evidenced by on account of the Credit Agreement Agreement, any Security Document or any Letter of Credit, notes or other instruments issued to the Agent or any Lender pursuant thereto, or any other Loan Document, including(b) the prompt and complete payment of all Hedging Obligations of any Company, without limitation, Borrowing Subsidiary or Guarantor owing to any Lender or any Affiliate of any Lender and (c) the prompt and complete payment of all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all indebtedness and obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued Company pursuant to the Credit Agreement Mexican Facility Tranche A Guaranty, and (d) the prompt and complete payment of all other obligations indebtedness of the Borrower Debtor and any other guarantor under any Guaranty, in all Applications thereforcases, all obligations of the Pledgors, and of any of them individuallykind or nature, arising under howsoever created or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become dueexisting, direct or indirectindirect (including without limitation any participation interest acquired by any Lender in any such indebtedness, obligations or liabilities of the Company or any Borrowing Subsidiary to any other person), absolute or contingent, and howsoever evidencedjoint and/or several, held secured or acquired and (b) any and all expenses and chargesunsecured, legal arising by operation of law or otherwise, suffered or and whether incurred by the Secured CreditorsCompany or any Borrowing Subsidiary as principal, surety, endorser, guarantor, accommodation party or otherwise, including without limitation all principal and all interest (including any interest accruing subsequent to any petition filed by or against the Company or any Borrowing Subsidiary under the U.S. Bankruptcy Code), indemnity and reimbursement obligations, charges, expenses, fees, attorneys' fees and disbursements and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby other amounts owing thereunder (all of the indebtednessdocuments, obligationsagreements and instruments among the Company, liabilitiesthe Subsidiaries, expenses and charges described above the Agent, the Lenders, or any of them, evidencing or securing the repayment of, or otherwise pertaining to, the Obligations being hereinafter referred to as herein collectively called the "ObligationsLoan Documents"). Notwithstanding anything in The Obligations secured by this Agreement to are continuing in nature and include those Obligations secured by the contraryGuarantor Security Agreement dated February 11, the right of recovery against any Pledgor under this Agreement (other than the Parent 1997 and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than Guarantor Security Agreement dated June 24, 1997 by the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance lawDebtor in favor of the Secured Party.
Appears in 1 contract
Obligations Secured. This Agreement The lien and security interest herein granted to the Collateral Agent for the benefit of the Agent, the Banks and the Noteholders is made and given to secure, and shall secure, the prompt payment and performance in full when due (whether by lapse of time, acceleration or otherwise) of (ai) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, Company to the Secured Creditors, and to any of them individually, Agent or the Banks under or in connection with or evidenced by (x) the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by (y) the Notes notes of the Borrower heretofore or hereafter Company issued under the Credit Agreement or (z) this Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition datebankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired acquired, (ii) all indebtedness, obligations and liabilities of the Company to the Noteholders under or in connection with or evidenced by (x) the Note Agreements or (y) the Senior Notes issued by the Company in connection therewith or (z) this Agreement, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, (iii) all indebtedness, obligations and liabilities of the Company to the Collateral Agent under or in connection with or evidenced by this Agreement, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, and (biv) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured CreditorsCollateral Agent, the Agent, the Banks and any of them individually, the Noteholders in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described in clauses (i), (ii), (iii) and (iv) above being hereinafter referred to as the "Secured Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement (U S Rentals Inc)
Obligations Secured. This Agreement is made and given to securemade, and shall securethe security interest created hereby is granted to Lender, the prompt to secure full payment and performance when due of any and all indebtedness and other obligations of Pledgor to Lender, direct or contingent, however evidenced or denominated, and however or whenever incurred, including without limitation (a) indebtedness incurred pursuant to any past, present or future commitment of Lender to Pledgor, including without limitation that certain Eleven Million Dollars ($11,000,000.00) loan governed by the Loan Agreement), and all indebtedness, other indebtedness or obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, Pledgor or Bank (hereinafter defined) under or in connection with or evidenced by the Credit Note, Loan Agreement or any and other Loan DocumentDocuments, includingas each of them may be amended from time to time and (b) all indebtedness, without limitationliabilities, all obligations evidenced by the Notes obligations, covenants and duties of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant Pledgor to the Credit Agreement Lender, of every kind, nature and all other obligations description arising under of the Borrower under all Applications therefor, all obligations of the Pledgors, and in respect of any of them individually, Lender Product (hereinafter defined) (including arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and respect of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, whether direct or indirect, absolute or contingent, and howsoever evidenceddue or not due, held contractual or acquired and (b) any and all expenses and chargestortious, legal liquidated or otherwise, suffered or incurred by the Secured Creditors, and any of them individuallyunliquidated, in collecting each case now existing or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby hereafter arising (all of the indebtednessforegoing, obligationscollectively, liabilities, expenses the “Obligations”); except that the indebtedness and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in other liabilities secured by this Agreement shall not include any indebtedness subject to the contrarydisclosure requirements of the Federal Truth-in-Lending Act if at the time such indebtedness is created or incurred, any legally required disclosure of this security interest shall not have been made. As used herein, "Lender Products" means any of the right of recovery against following that the Lender provides, to or enters into with the Pledgor: (i) any Pledgor under this Agreement deposit, lockbox, Cash Management Services (hereinafter defined), or other than the Parent cash management agreement, (ii) any Swap Contract, (iii) any credit cards, purchase cards and/or debit cards, and the Borrower (iv) any other product, service or agreement pursuant to which this limitation shall not apply) shall not exceed $1.00 less than Pledgor is indebted to the lowest amount which would render such Pledgor's obligations under this Agreement void Lender. As used herein, "Cash Management Services" means any services provided from time to time by the Lender to Pledgor in connection with the operating, collections, payroll, trust or voidable under applicable lawother depository or disbursement accounts, including fraudulent conveyance lawautomated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.
Appears in 1 contract
Samples: Pledge and Security Agreement (Citizens Community Bancorp Inc.)
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any Liabilities," which shall mean all of the indebtedness evidenced ----------- by this Agreement and each Loan Schedule hereunder, together with all other indebtedness, liabilities and obligations and liabilities of any kind of the PledgorsBorrower (or any partnership or other group of which the Borrower is a member) to the Lender, whether (i) for the Lender's own account, (ii) acquired directly or indirectly by the Lender from the Borrower or others, (iii) absolute or contingent, joint or several, secured or unsecured, liquidated or unliquidated, due or not due, contractual or tortious, now existing or hereafter arising, or (iv) incurred by the Borrower as principal, surety, endorser, guarantor, borrower, Borrower or otherwise, and of any of them individually, to including (without limitation) all expenses and attorneys' fees incurred by the Secured Creditors, and to any of them individually, under or Lender in connection with any such indebtedness, liabilities or evidenced by the Credit Agreement obligations or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore Collateral (including any sale or hereafter issued under other disposition of the Credit AgreementCollateral);
(b) the prompt payment, when due, of all present and future obligations and indebtedness of the Borrower to reimburse the Secured Creditors for Lender under this Agreement and/or any Loan Schedule, as the amount of all drawings on all Letters of Credit issued pursuant to same may hereafter be amended or modified, and under any other agreement or instrument executed by the Credit Agreement and all other obligations Borrower in favor of the Borrower under all Applications thereforLender, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, ; and
(c) the strict performance and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred observance by the Secured CreditorsBorrower of all warranties, covenants and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything agreements contained in this Agreement to the contrary, the right of recovery against or any Pledgor under this Agreement (Loan Schedule and any instrument or other than the Parent and agreement delivered by the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance lawLender.
Appears in 1 contract
Samples: Master Note and Security Agreement (SQL Financials International Inc /De)
Obligations Secured. This Agreement is made The Collateral hereunder constitutes and given to secure, will constitute continuing security for prompt and shall secure, the prompt complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (aas defined in the Indenture) any of the Issuers with respect to the Notes, the Indenture and the Security Documents, including without limitation, the unpaid principal of and interest owing under the Notes and all indebtedness, other obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement Company or any other Loan Document, Guarantor thereunder and under the Indenture and the Security Documents (including, without limitation, all obligations evidenced by interest accrued at the then applicable rate provided in the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy or the commencement of any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to Company or any of the Guarantors and including all any other voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of Company or any of the Guarantors, whether or not a claim for post-filing or post-petition interest accrued after the petition dateis allowed in such proceeding), due or to become due, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture and howsoever evidencedthe Security Documents, held or acquired and (b) any and all in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, all fees and disbursements of counsel to the lien Collateral Agent and security interest granted hereby (all of the indebtedness, obligations, liabilitiesfees, expenses and charges described above being hereinafter referred indemnities of the Collateral Agent that are required to as be paid pursuant to the terms of the Indenture or any other Security Document (collectively, the "Obligations"). Notwithstanding anything in this Agreement To the extent any payment with respect to the contraryObligations (whether by or on behalf of Company, the as proceeds of security, enforcement of any right of recovery against setoff or otherwise) is declared to be fraudulent or preferential in any Pledgor under this Agreement (other than respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the Parent obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and the Borrower to which this limitation shall outstanding as if such payment had not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance lawoccurred.
Appears in 1 contract
Obligations Secured. This Agreement 1.1. The foregoing conveyance is made to secure and given to secure, and shall secure, the prompt enforce payment and performance when due of each of the following (herein collectively called the “Obligations”):
(a) any Any and all indebtedness, liabilities and obligations and liabilities of the Pledgorsarising under or evidenced by, and the performance of any of them individuallyall covenants, to the Secured Creditors, conditions and to any of them individually, under or agreements undertaken by Mortgagor in connection with the Debentures, and any amendments, renewals or evidenced by extensions thereof and substitutions or replacements therefor; and all obligations due under, in connection with, or arising out of, all documents evidencing, pertaining to or securing the Credit Agreement or any other Loan Documentrepayment of the Debentures, including, without limitation, all obligations evidenced by the Notes Purchase Agreement (hereinafter referred to collectively as the “Transaction Documents”), and any amendments to or substitutions for any of the Borrower heretofore Transaction Documents. The Transaction Documents shall also include any documents or hereafter issued instruments defined as “Transaction Documents” in the Purchase Agreement;
(b) Any sums which may be advanced or paid by Mortgagee under the Credit Agreement, all obligations terms hereof or of the Borrower Purchase Agreement or other Transaction Documents on account of the failure of Mortgagor to reimburse comply with the Secured Creditors for covenants of Mortgagor contained herein, or the amount failure of Mortgagor to comply with the covenants of Mortgagor contained in the Purchase Agreement or any other Transaction Documents; and all drawings on all Letters other indebtedness of Credit issued the Mortgagor arising pursuant to the Credit Agreement provisions of this Mortgage, including penalties, indemnities, legal and all other obligations of the Borrower under all Applications thereforfees, all obligations of the Pledgorscharges and expenses, and of amounts advanced by and expenses incurred in order to preserve any of them individuallycollateral or security interest, arising under whether due after acceleration or in connection with otherwise;
(c) All advances, debts, liabilities, obligations, covenants and duties owing or otherwise evidenced to be owing, whether direct or indirect (including those acquired by Hedging Agreements with any one assignment), absolute or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date)contingent, due or to become due, direct now existing or indirecthereafter arising or incurred, absolute by Mortgagor: (i) to Mortgagee, Indemnitee or contingentother Indemnified Party under any Transaction Document; (ii) to Mortgagee under any futures contracts, forward contracts, swap, cap or collar contracts, option contracts, hedging contracts or other derivative contracts or similar agreements covering oil and howsoever evidencedgas commodities or prices or financial, held monetary or acquired interest rate instruments entered into not in contravention of and subject to the terms of the Purchase Agreement; (iii) all renewals, extensions and rearrangements of the foregoing; and (biv) all interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in respect of all of the obligations described in this Section 1.1 and all costs of collection or attorneys’ fees, all as provided herein and in the other Transaction Documents; and
(d) any and all expenses and charges, legal other present or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such future indebtedness, obligations and liabilities of Mortgagor incurred under, arising out of or in realizing on connection with all other debts, obligations and liabilities of every nature whatsoever presently or protecting or preserving at any security therefor, including, without limitationtime hereafter owing under the Purchase Agreement, the lien Transaction Documents, or hereunder or under any other indebtedness by Mortgagor pursuant to the Transaction Documents, whether direct or indirect, primary or secondary, fixed or contingent, arising from guaranty, endorsement, suretyship, assignment or otherwise, it being expressly contemplated that Mortgagee, may from time to time hereafter make additional advances to or on behalf of Mortgagor and security interest granted hereby that Mortgagor may from time to time hereafter otherwise become further obligated or indebted to Mortgagee.
1.2. This Mortgage shall secure any additional indebtedness, not to exceed the amount of Six Million and 00/100 Dollars (all $6,000,000.00), in addition to and over and above the original principal amount of the indebtednessDebentures, obligationswhich Mortgagor may owe to Mortgagee, liabilitieswhether direct, expenses indirect, existing, future, contingent or otherwise and charges described above being hereinafter referred whether arising under this Mortgage or otherwise.
1.3. Mortgagor specifically waives presentment, protest, notices of dishonor, intention to as accelerate and acceleration.
1.4. The Purchase Agreement, Debentures, this Mortgage and the "Obligations"). Notwithstanding anything in this Agreement to other documents now or hereafter delivered by the contraryMortgagor to, or for the benefit of, the right of recovery against any Pledgor under this Agreement (other than Mortgagee in connection with Obligations are included within the Parent and Transaction Documents. All capitalized terms not defined herein are defined in the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance lawPurchase Agreement.
Appears in 1 contract
Obligations Secured. This Agreement is made The obligations secured by the pledge of the Med Subsidiaries Debenture Collateral evidenced hereby includes the full and given to secureprompt payment when due, whether by acceleration or otherwise, and shall secureat all times thereafter, and the full and prompt payment and performance when due due, of all of the Liabilities (aas hereinafter defined), including interest on any such Liabilities and further agrees to pay all reasonable expenses (including reasonable attorneys' fees and legal expenses) any paid or incurred by Holder in enforcing this Agreement. The term "Liabilities", as used herein, shall mean all outstanding principal under the Amended Debentures, all interest accrued thereon, and all indebtednessadditional amounts and other sums at any time due and owing, obligations and liabilities required to be paid, to Holder or the Holders of the Amended Debentures under the terms of the Amendment Agreement and any other Modification Documents, including without limitation this Pledge, whether the same are matured or unmatured. Holder may, from time to time at its discretion and without notice to or consent of Pledgors (which notice and/or consent Pledgors hereby irrevocably waive to the full extent permitted by law), take any or all of the following actions: (i) retain or obtain a lien upon or a security interest in property, to secure any of the Liabilities or any obligation hereunder; (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Pledgors, with respect to any of the Liabilities; (iii) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of Pledgors hereunder or any obligation of any nature of any other obligor (including without limitation the Company) with respect to any of the Liabilities; (iv) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (regardless of whether longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (v) upon the occurrence and during the continuation of an Event of Default, look to and make demand upon Pledgors for payment of any of them individually, the Liabilities (but only to the Secured Creditorsextent and in the form of the Med Subsidiaries Debenture Collateral except as otherwise provided herein), and regardless of whether Holder or any other Person shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance lawLiabilities.
Appears in 1 contract
Samples: Pledge and Security Agreement (Med Diversified Inc)
Obligations Secured. This Agreement is made The Collateral and given to secure, and the security interest created hereunder shall secure, the prompt secure payment and performance in full when due of (a) all obligations of the Grantor under the Guaranty and (b) the unpaid principal of and interest on (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Grantor, the Borrower or any Subsidiary, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, any reimbursement obligation or indemnity of the Borrower on account of Letters of Credit or any accommodation extended with respect to applications for Letters of Credit, including all Reimbursement Obligations, and (c) all indebtedness, other obligations and liabilities of the Pledgors, Grantor and of any of them individually, the Borrower to the Secured CreditorsParties, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with this Security Agreement, the Credit Agreement, the Notes, the Letters of Credit, any other Loan Document and howsoever evidencedany other document made, held delivered or acquired and (b) any and all expenses and charges, legal given in connection herewith or otherwise, suffered or incurred by the Secured Creditorstherewith, and any each other obligation and liability, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, whether on account of them individuallyprincipal, in collecting interest, fees, indemnities, costs or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, expenses (including, without limitation, all fees and disbursements of counsel to the lien and security interest granted hereby (all Collateral Agent or the other Secured Parties), of the indebtednessGrantor or any Subsidiary to the Secured Parties, obligationspursuant to the terms of the Credit Agreement, liabilitiesthis Security Agreement or any of the other Loan Documents (collectively, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the PledgorsDebtors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower and all obligations evidenced by the Notes of XXX.XXX (the Borrower and XXX.XXX are sometimes collectively referred to herein as the “Credit Parties” and each individually as a “Credit Party”) heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the PledgorsDebtors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the PledgorsDebtors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (bii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "“Obligations"”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor Debtor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
1.6. Section 9 of the Security Agreement shall be amended by deleting the reference to “the Borrower” in the final sentence thereof and replacing it with the words “the Credit Parties”.
1.7. Section 12 of the Security Agreement shall be amended by deleting the reference to “the Borrower” in the first sentence thereof and replacing it with the words “the Credit Parties”.
1.8. Section 14 of the Security Agreement shall be amended by deleting the first sentence thereof and replacing it with a new first sentence to read in its entirety as follows: The lien and security interest herein created and provided for stand as direct and primary security for the Obligations of the Credit Parties as well as for any of the other Obligations secured hereby.
Appears in 1 contract
Obligations Secured. This Agreement Deed of Trust is made and given to secure, and shall secure, for the prompt purpose of ------------------- securing the payment and performance in full when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of (a) any all obligations of every type and all indebtedness, obligations and liabilities nature of the PledgorsTrustors to Trustee, and any other trustee under any other Deed of any of them individuallyTrust, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement Beneficiary or any other Loan Document, Holder (including, without limitation, any and all obligations evidenced by amounts which may at any time be or become due and payable and any and all interest accruing after the maturity of the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or interest accruing after the filing of a any petition in bankruptcy bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to either Trustor, whether or not a claim for post-filing or post- petition interest is allowed in such proceeding and including all interest accrued after interest, to the petition dateextent permitted by law, on the unpaid interest), due or to become due, whether direct or indirect, absolute or contingent, and howsoever evidenceddue or to become due, held or acquired and (b) now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture, the Notes, the Capital Completion Commitment, this Deed of Trust, the other Collateral Documents, or any and all expenses and chargesother document made, legal delivered or otherwise, suffered or incurred by the Secured Creditors, and any of them individuallygiven in connection therewith, in collecting each case whether on account of principal, premium, interest, fees, Liquidated Damages, indemnities, costs, expenses or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, otherwise (including, without limitation, all fees and disbursements of counsel to the lien and security interest granted hereby (all Trustee or to the Holders that are required to be paid by the Trustors pursuant to the terms of the indebtednessIndenture, obligationsthe Notes, liabilitiesthe Completion Capital Commitment, expenses and charges described above being hereinafter referred to as this Deed of Trust, any other Collateral Document, or any other document entered into by the Trustors, or either of them, in connection with any of the foregoing (collectively, the "Obligations"). Notwithstanding anything in this Agreement to the contraryscope of such definition, however, for purposes of any provision of Title 38 of the Colorado Revised Statutes, the right only "original evidence of recovery against debt" secured by this Deed of Trust is the single counterpart of the Indenture which bears a legend in the following form: The counterpart of the Indenture on which this legend appears is, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by the Deed of Trust, as defined herein. In no event shall Trustee require Beneficiary to produce any Pledgor under this Agreement (or all of the Notes or other Loan Documents, other than the Parent single counterpart of the Indenture referred to above, to support Beneficiary's written request for full or partial release of this Deed of Trust or for the sale of the Trust Property by Trustee and each Trustor hereby waives any defense that such single counterpart of the Indenture is not, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by this Deed of Trust. Each Trustor shall pay and perform the Obligations at the times and places and in the manner specified in the Notes, the Indenture and the Borrower other Transaction Documents. This Deed of Trust shall secure unpaid balances of all loans and other such extensions of credit made to which either Trustor under the Transaction Documents, whether made pursuant to an obligation of Beneficiary or any Holder to make such loans or extensions or otherwise. Such Obligations and other extensions of credit may or may not be evidenced by notes executed pursuant to the Indenture. All future advances will have the same priority as the original advance. Any agreement hereafter made by either Trustor and Beneficiary pursuant to this limitation Deed of Trust shall not apply) be superior to the rights of the holder of any intervening lien or encumbrance to the extent allowed by law. PROVIDED, HOWEVER, that if the principal and interest and all other sums due or to become due under the Notes shall not exceed $1.00 less than have been indefeasibly paid in full at the lowest amount which would render time and in the manner stipulated herein and all other sums payable hereunder and all other indebtedness secured hereby shall have been indefeasibly paid in full, then in such Pledgorcase, the estate, right, title and interest of Trustee and Beneficiary in the Trust Property shall cease, and upon written notice from Beneficiary that all of the indebtedness secured hereby has been indefeasibly paid in full, cancellation of the Notes, secured hereby, surrender of this Deed of Trust and the Indenture to Trustee and payment by Trustors of Trustee's obligations under fees and costs, all other amounts payable to Trustee hereunder and all recording costs, Trustee shall release this Agreement void or voidable under applicable lawDeed of Trust and the Trust Property shall become wholly free of the liens, including fraudulent conveyance lawsecurity interests, conveyances and assignments created and evidenced hereby.
Appears in 1 contract
Samples: Deed of Trust (Isle of Capri Black Hawk Capital Corp)
Obligations Secured. This Agreement The security interest in the Collateral is made given as general and given to securecontinuing security for the payment, performance and shall secure, the prompt payment and performance when due satisfaction of (a) any and all indebtedness, obligations indebtedness and liabilities liability of the Pledgors, and of any of them individually, Debtor to the Secured Creditors, and LC Providers (including interest thereon arising from or related to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes honor(s) of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition dateLCs), due present or to become duefuture, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever evidencedincurred and any ultimate unpaid balance thereof, held including all advances on current or acquired running account and all future advances and re-advances, and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether the Debtor be bound alone or with another or others, and including without limitation, the indebtedness and liability of the Debtor to the LC Providers under or arising in connection with the following:
(a) the Debtor’s payment obligations with respect to the LCs;
(b) the Debtor's obligations with respect to payment of any costs and expenses incurred or advances made by the LC Providers pursuant to this Agreement or any other documents executed by the Debtor securing or relating to the LCs and/or the Collateral, whether executed prior to, contemporaneously with or subsequent to this Agreement (this Agreement and such other documents are herein collectively referred to as the “LC Documents”) to protect the Collateral or fulfill the Debtor’s obligations under the LC Documents, together with interest thereon from the occurrence of an Event of Default (as defined below) and the LCs are called, at a rate equal to ten percent (10%) per annum (“Default Rate”) from the Event of Default until repayment to the LC Providers, including any costs and expenses associated with enforcement of the LCs;
(c) Performance of each agreement, term and condition set forth or incorporated by reference herein or in any other LC Document;
(d) LC Providers’ rights under Nevada Revised Statutes, including but not limited to, Sections 104.3419, Section 104.5117, and Article 9 of Chapter 104;
(e) Payment and performance of any additional existing or future obligations of the Debtor to the LC Providers; and
(f) any and all expenses and chargesamendments, legal or otherwisemodifications, suffered or incurred by the Secured Creditors, and renewals and/or extensions of any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, the foregoing including, without limitationbut not limited to, amendments, modifications, renewals or extensions which are evidenced by new or additional instruments, documents or agreements or which change the lien and security rate of interest granted hereby on any obligation secured hereby, (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as collectively the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement (Braintech Inc)
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the PledgorsDebtors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the PledgorsDebtors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the PledgorsDebtors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (bii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "“Obligations"”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor Debtor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's Debtor’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement (FTD Inc)
Obligations Secured. This Agreement Deed of Trust is made and given to secure, and shall secure, for the prompt purpose of securing the payment and performance in full when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all obligations of every type and nature of Trustor to Trustee, any other trustee under any other Deed of Trust, or Beneficiary for the benefit of the Lender Group (a) including without limitation any and all indebtednessamounts which may at any time be or become due and payable and any and all interest accruing before, obligations and liabilities at, or after the maturity of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or interest accruing after the filing of a any petition in bankruptcy bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Trustor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and including all interest accrued after interest, to the petition dateextent permitted by law, on the unpaid interest), due or to become due, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Loan Agreement, this Deed of Trust, the other Transaction Documents, or any other document made, delivered or given in connection therewith, including but not limited to any promissory note, in each case whether on account of principal, premium, interest, fees, liquidated damages, indemnities, costs, expenses or otherwise (including without limitation all fees and howsoever evidenceddisbursements of counsel to Trustee or to the Lender Group that are required to be paid by Trustor pursuant to the terms of the Loan Agreement, held this Deed of Trust, any other Transaction Document, or acquired and (b) any and all expenses and chargesother document entered into by Trustor, legal or otherwiseeither of them, suffered or incurred by the Secured Creditors, and in connection with any of them individuallythe foregoing) (the foregoing, in collecting or enforcing any of such indebtednesscollectively, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything The Beneficiary will produce the Loan Agreement, or such other evidence of debt, to support Beneficiary's written request for full or partial release of this Deed of Trust or for the sale of the Trust Property by Trustee. Trustor shall pay and perform the Obligations at the times and places and in the manner specified in the Loan Agreement and the other Transaction Documents. This Deed of Trust shall secure unpaid balances of all loans and other such extensions of credit made to Trustor under the Transaction Documents, whether made pursuant to an obligation of Beneficiary or the Lender Group to make such loans or extensions or otherwise. Such Obligations and other extensions of credit may or may not be evidenced by notes executed pursuant to the Loan Agreement. All future advances will have the same priority as the original advance. Any agreement hereafter made by Trustor and Beneficiary pursuant to this Deed of Trust shall be superior to the rights of the holder of any intervening Lien or encumbrance to the extent allowed by law. PROVIDED, HOWEVER, that if the principal and interest and all other sums due or to become due under the Transaction Documents shall have been indefeasibly paid in full at the time and in the manner stipulated herein and all other sums payable hereunder and all other indebtedness secured hereby shall have been indefeasibly paid in full, then, in such case, the estate, right, title and interest of Trustee and Beneficiary in the Trust Property shall cease, and upon written notice from Beneficiary that all of the indebtedness secured hereby has been indefeasibly paid in full, surrender of this Deed of Trust and a copy of the Loan Agreement to the contraryTrustee and payment by Trustor of Trustee's fees and costs, the right all other amounts payable to Trustee hereunder and all recording costs, Trustee shall release this Deed of recovery against any Pledgor under this Agreement (other than the Parent Trust and the Borrower to which this limitation Trust Property shall not apply) shall not exceed $1.00 less than become wholly free of the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable lawliens, including fraudulent conveyance lawsecurity interests, conveyances and assignments created and evidenced hereby.
Appears in 1 contract
Obligations Secured. This Agreement Deed of Trust is made and given to secure, and shall secure, for the prompt purpose of securing the payment and performance in full when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all obligations of every type and nature of Trustor to Trustee, any other trustee under any other Deed of Trust, Beneficiary or any Holder (a) including without limitation any and all indebtedness, obligations amounts which may at any time be or become due and liabilities payable and any and all interest accruing after the maturity of the Pledgors, Notes and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or interest accruing after the filing of a any petition in bankruptcy bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Trustor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and including all interest accrued after interest, to the petition dateextent permitted by law, on the unpaid interest), due or to become due, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture, the Notes, this Deed of Trust, the other Collateral Documents, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, premium, interest, fees, Liquidated Damages, indemnities, costs, expenses or otherwise (including without limitation all fees and howsoever evidenceddisbursements of counsel to Trustee or to the Holders that are required to be paid by Trustor pursuant to the terms of the Indenture, held the Notes, this Deed of Trust, any other Collateral Document, or acquired and (b) any and all expenses and chargesother document entered into by Trustor, legal or otherwiseeither of them, suffered or incurred by the Secured Creditors, and in connection with any of them individuallythe foregoing) (the foregoing, in collecting or enforcing any of such indebtednesscollectively, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contraryscope of such definition, for purposes of any provision of Title 38 of the Colorado Revised Statutes, the right only "original evidence of recovery against debt" secured by this Deed of Trust is the single counterpart of the Indenture which bears a legend in the following form: The counterpart of the Indenture on which this legend appears is, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by the Deed of Trust, as defined herein. In no event shall Trustee require Beneficiary to produce any Pledgor under this Agreement (or all of the Notes or other Transaction Documents, other than the Parent single counterpart of the Indenture referred to above, to support Beneficiary's written request for full or partial release of this Deed of Trust or for the sale of the Trust Property by Trustee, and Trustor hereby waives any defense that such single counterpart of the Indenture is not, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by this Deed of Trust. Trustor shall pay and perform the Obligations at the times and places and in the manner specified in the Notes, the Indenture and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.other Transaction Documents. This --------------------------------------------------------------------------------
Appears in 1 contract
Samples: Deed of Trust (Windsor Woodmont Black Hawk Resort Corp)
Obligations Secured. This Agreement is made The Collateral and given to secure, and the security interest created hereunder shall secure, the prompt secure payment and performance in full when due of (a) all obligations of the Grantor under the Guaranty and (b) the unpaid principal of and interest on (including interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Grantor, the Borrower or any Subsidiary, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, any reimbursement obligation or indemnity of the Borrower on account of Letters of Credit or any accommodation extended with respect to applications for Letters of Credit, including all Reimbursement Obligations, and (c) all indebtedness, other obligations and liabilities of the Pledgors, Grantor and of the Borrower or any of them individually, Subsidiary to the Secured CreditorsParties, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with this Security Agreement, the Credit Agreement, the Notes, the Letters of Credit, any other Loan Document and howsoever evidencedany other document made, held delivered or acquired and (b) any and all expenses and charges, legal given in connection herewith or otherwise, suffered or incurred by the Secured Creditorstherewith, and any each other obligation and liability, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, whether on account of them individuallyprincipal, in collecting interest, fees, indemnities, costs or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, expenses (including, without limitation, all fees and disbursements of counsel to the lien and security interest granted hereby (all Collateral Agent or the other Secured Parties), of the indebtednessGrantor or any Subsidiary to the Secured Parties, obligationspursuant to the terms of the Credit Agreement, liabilitiesthis Security Agreement or any of the other Loan Documents (collectively, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Credit Agreement (Ameristeel Corp)
Obligations Secured. This The security interest, lien and other interests granted to Secured Party pursuant to this Agreement is made and given to secure, and shall secure, secure the prompt performance, observance and payment and performance when due in full of (a) any and all indebtednessobligations, obligations liabilities and liabilities indebtedness of every kind, nature and description owing by Debtors to Lenders and Secured Party and/or their affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Agreement, the Loan Agreement, or any of the Pledgorsother Loan Documents or the "Bank Product Agreements" (as defined in the Loan Agreement), and whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Loan Agreement or after the commencement of any of them individually, to the Secured Creditors, and case with respect to any of them individually, Debtor under or in connection with or evidenced by the Credit Agreement United States Bankruptcy Code or any other Loan Document, similar statute (including, without limitation, all obligations evidenced by the Notes payment of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors interest and other amounts which would accrue and become due but for the amount commencement of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition datesuch case), due or to become due, whether direct or indirect, absolute or contingent, and howsoever evidencedjoint or several, held due or acquired and (b) any and all expenses and chargesnot due, legal primary or otherwisesecondary, suffered liquidated or incurred by the Secured Creditorsunliquidated, secured or unsecured, and any of them individually, in collecting however acquired by Lenders or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby Secured Party (all of the indebtedness, obligations, liabilities, expenses and charges described above foregoing being hereinafter collectively referred to herein as the "Obligations"). Notwithstanding anything As long as Debtors are not in this Agreement Default under the Loan Agreement, Secured Party hereby grants Debtors a fully paid-up exclusive license under all Copyrights identified as Collateral herein, and notwithstanding the above paragraph, such exclusive license includes: (a) all present and future license and distribution agreements pertaining to the contraryCopyrights, (b) the right to all income, fees, royalties, and other payments or proceeds at any time due or payable with respect thereto, (c) the right to xxx for past, present and future infringement of recovery against the Copyrights, and (d) any Pledgor under this Agreement (and all other than proceeds of any of the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable lawforegoing, including fraudulent conveyance lawwithout limitation, damages and payments or claims by any Debtor against third parties for past or future infringement of the Copyrights.
Appears in 1 contract
Samples: Copyright Collateral Assignment and Security Agreement (Aegis Communications Group Inc)
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "“Obligations"”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's ’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Pledge Agreement (FTD Inc)
Obligations Secured. This Agreement Deed of Trust is made and given to secure, and shall secure, for the prompt purpose of securing the payment and performance in full when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all obligations of every type and nature of Trustor to Trustee, any other trustee under any other Deed of Trust, Beneficiary or any Holder (a) including without limitation any and all indebtedness, obligations amounts which may at any time be or become due and liabilities payable and any and all interest accruing after the maturity of the Pledgors, Notes and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or interest accruing after the filing of a any petition in bankruptcy bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Trustor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and including all interest accrued after interest, to the petition dateextent permitted by law, on the unpaid interest), due or to become due, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture, the Notes, this Deed of Trust, the other Collateral Documents, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, premium, interest, fees, Liquidated Damages, indemnities, costs, expenses or otherwise (including without limitation all fees and howsoever evidenceddisbursements of counsel to Trustee or to the Holders that are required to be paid by Trustor pursuant to the terms of the Indenture, held the Notes, this Deed of Trust, any other Collateral Document, or acquired and (b) any and all expenses and chargesother document entered into by Trustor, legal or otherwiseeither of them, suffered or incurred by the Secured Creditors, and in connection with any of them individuallythe foregoing) (the foregoing, in collecting or enforcing any of such indebtednesscollectively, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything the scope of such definition, for purposes of any provision of Title 38 of the Colorado Revised Statutes, the only "original evidence of debt" secured by this Deed of Trust are the Notes. The Beneficiary will produce all of the Notes, to support Beneficiary's written request for full or partial release of this Deed of Trust or for the sale of the Trust Property by Trustee. Trustor shall pay and perform the Obligations at the times and places and in this Agreement the manner specified in the Notes, the Indenture and the other Transaction Documents. This Deed of Trust shall secure unpaid balances of all loans and other such extensions of credit made to Trustor under the Transaction Documents, whether made pursuant to an obligation of Beneficiary or any Holder to make such loans or extensions or otherwise. Such Obligations and other extensions of credit may or may not be evidenced by notes executed pursuant to the contraryIndenture. All future advances will have the same priority as the original advance. Any agreement hereafter made by Trustor and Beneficiary pursuant to this Deed of Trust shall be superior to the rights of the holder of any intervening Lien or encumbrance to the extent allowed by law. PROVIDED, HOWEVER, that if the principal and interest and all other sums due or to become due under the Notes shall have been indefeasibly paid in full at the time and in the manner stipulated herein and all other sums payable hereunder and all other indebtedness secured hereby shall have been indefeasibly paid in full, then, in such case, the right estate, right, title and interest of recovery against any Pledgor under Trustee and Beneficiary in the Trust Property shall cease, and upon written notice from Beneficiary that all of the indebtedness secured hereby has been indefeasibly paid in full, cancellation of the Notes secured hereby, surrender of this Agreement (other than the Parent Deed of Trust and the Borrower Indenture to which Trustee and payment by Trustor of Trustee's fees and costs, all other amounts payable to Trustee hereunder and all recording costs, Trustee shall release this limitation Deed of Trust and the Trust Property shall not apply) shall not exceed $1.00 less than become wholly free of the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable lawliens, including fraudulent conveyance lawsecurity interests, conveyances and assignments created and evidenced hereby.
Appears in 1 contract
Obligations Secured. This Agreement Mortgage is made to secure and given to secure, and shall secure, enforce the prompt payment and performance when due of the following obligations, indebtedness, loans, and liabilities (collectively, the “Secured Obligations”):
(a) any All indebtedness and other obligations of Borrower, now or hereafter incurred or arising, pursuant to the provisions of the Loan Agreement, including the repayment Loan and all indebtednesspromissory notes evidencing the Loan, obligations and liabilities of bearing interest as now or hereafter provided in the PledgorsLoan Agreement, and of any of them individuallyall advances under the Loan Agreement, which shall be governed by and subject to the Secured Creditors, and to any provisions of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Documentapplicable law, including, without limitation, XXXX 0000, § 48-7-9 (1975), and shall be subject to the provisions of Section 1.9 below. Notwithstanding the amount outstanding at any particular time, this Mortgage secures all amounts due under the Loan Agreement plus all costs, fees, expenses and charges provided therein, which Loan Agreement is made a part hereof by reference. All advances under the Loan Agreement are secured by this Mortgage. All such advances, including future advances, and interest, fees, costs and charges thereon will have the same priority as the funds initially advanced under the Loan Agreement;
(b) All indebtedness and other obligations evidenced by the Notes of the Borrower heretofore Mortgagor now or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued incurred or arising pursuant to the Credit provisions of the Guarantee;
(c) All other “Obligations” as defined in the Loan Agreement and all other indebtedness, covenants, and other obligations now or hereafter incurred or arising pursuant to the provisions of the Borrower under all Applications thereforLoan Agreement, all obligations the Guarantee, this Mortgage or any other instrument, either primarily or secondarily, absolutely or contingently, directly or indirectly, jointly, severally, or jointly and severally, and whether matured or unmatured, and whether or not created after payment in full of the PledgorsSecured Obligations if this instrument shall not have been released of record by Mortgagee, and of now or hereafter evidencing, governing, guaranteeing or securing the “secured indebtedness” (as hereinafter defined) or any of them individually, arising under part thereof or otherwise executed in connection with any advance or otherwise loan evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred governed by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitationLoan Agreement (the Loan Agreement, the lien Guaranty, this Mortgage and security interest granted hereby (all of such other instruments being herein sometimes collectively called the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"“Loan Documents”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.; and
Appears in 1 contract
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) The security interests herein granted shall secure any and all indebtedness, obligations and liabilities of the PledgorsObligations (sometimes herein, collectively, the “Secured Obligations”), including, without limitation, any Loan Party’s indebtedness and other obligations in respect of any the following:
(i) all principal of them individuallyand interest on Loans or advances or other extensions of credit to or for the benefit of the Borrower, which such Loans or advances may be evidenced by promissory notes (the “Notes”, such term to include all notes and other instruments or securities issued in exchange therefor or in replacement thereof);
(ii) all Letter of Credit Obligations;
(iii) all obligations arising in connection with Other Lender Provided Financial Service Products;
(iv) all Foreign Currency Hedge Liabilities and all Interest Rate Hedge Liabilities;
(v) all commitment fees and other amounts from time to time owing to the Secured Creditors, and to any of them individually, Creditors under or in connection with the Credit Agreement, this Security Agreement, or evidenced any other Loan Document;
(vi) all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by the Secured Creditors in the collection of any or all amounts due and payable under the Credit Agreement and in the enforcement of their rights under the Credit Agreement, the Notes, any Guaranty Agreement, this Security Agreement or any other Loan Document, includingin all cases, without limitation, all obligations evidenced by to the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors extent and as provided for the amount of all drawings on all Letters of Credit issued pursuant to in the Credit Agreement and such other Loan Documents;
(vii) to the extent not otherwise addressed above, all other obligations of the Borrower under Obligations; and
(viii) all Applications thereforextensions, all obligations of the Pledgorsrenewals or refinancings thereof, in whole or in part, whether such Obligations, liabilities, or Indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising and including Obligations, liabilities, and Indebtedness arising or accruing after the commencement of an Insolvency Proceeding with respect to the Borrower, any other Loan Party or any Subsidiary or which would have arisen or accrued but for the commencement of them individuallysuch Insolvency Proceeding, even if the claim for such Obligation, liability, or Indebtedness is not enforceable or allowable in such Insolvency Proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied; provided, however, that notwithstanding anything to the contrary in the foregoing or otherwise evidenced by Hedging Agreements with in this Security Agreement, the Secured Obligations shall not include Excluded Hedge Liabilities.
(b) This Security Agreement is made for the benefit of the Administrative Agent, the Issuing Lender, the Swing Lender, the Lenders, any Lenders or their Affiliates from time to time providing Lender Provided Foreign Currency Xxxxxx, Lender Provided Interest Rate Xxxxxx or Other Lender Provided Financial Service Products (collectively, and including the successors and assigns of each, the “Secured Creditors”) to secure the Secured Obligations. Without limitation of this Section 3, any of the Secured Obligations shall be and remain obligations entitled to the benefit of this Security Agreement even if any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing Creditors (or any part one or more assignees or transferees thereof) from time to time assigns or otherwise transfers all or any portion of their respective rights and Obligations under the Loan Documents, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date)any other Secured Obligations, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance lawPerson.
Appears in 1 contract
Samples: Credit Agreement (Ferroglobe PLC)
Obligations Secured. This Agreement is made and given to secure, and shall secure, the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower and all obligations evidenced by the Notes of XXX.XXX (the Borrower and XXX.XXX are sometimes collectively referred to herein as the “Credit Parties” and each individually as a “Credit Party”) heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "“Obligations"”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's ’s obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
1.2. Section 8 of the Pledge Agreement shall be amended by deleting the reference to “the Borrower” in the final sentence thereof and replacing it with the words “the Credit Parties”.
1.3. Section 11 of the Pledge Agreement shall be amended by deleting the reference to “the Borrower” in the first sentence thereof and replacing it with the words “the Credit Parties”.
1.4. Section 13 of the Pledge Agreement shall be amended and restated to read in its entirety as follows:
Appears in 1 contract
Obligations Secured. This Agreement THIS ASSIGNMENT is made for the purpose of securing the "Obligations" as follows:
A. The payment of the principal sum, interest at variable rates, charges and given to secure, and shall secureindebtedness evidenced by a promissory note or notes (collectively, the prompt "Note") dated as of even date herewith, including any extensions, renewals, replacement or replacements, modifications and amendments thereof, in the original amount of up to THIRTY THREE MILLION ($33,000,000.00) DOLLARS given by Borrower to the order of Lender;
B. The payment, performance, discharge and satisfaction of each covenant, warranty, representation, undertaking and condition to be paid, performed, satisfied and complied with by Borrower under and pursuant to this Assignment, or the Loan Agreement and also by Borrower under and pursuant to each of the other Loan Documents referred to in, or executed in connection with, the Loan Agreement;
C. The payment and performance when due of (a) any and all indebtednesscosts, obligations expenses, legal fees and liabilities of incurred by Lender in connection with the Pledgors, and enforcement of any of them individuallyLender's rights or remedies under this Assignment, to the Secured Creditorsother Loan Documents, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Documentinstrument, includingagreement or document which evidences or secures any other Obligations or collateral therefor, without limitation, all obligations evidenced by the Notes of the Borrower heretofore whether now in effect or hereafter issued under the Credit Agreementexecuted; and
D. The payment, performance, discharge and satisfaction of all other liabilities and obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications thereforLender, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become duearising, direct or indirect, absolute or contingent, and howsoever evidencedincluding, held but without limitation express or acquired implied upon the generality of the foregoing, each such liability and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and obligation of Borrower under any of them individuallythe Loan Documents and each amendment, in collecting extension, modification, replacement or enforcing recasting of any of such indebtedness, obligations and liabilities one or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all more of the indebtednessinstruments, obligations, liabilities, expenses agreements and charges described above being hereinafter documents referred to as herein or therein or executed in connection with the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void transactions contemplated hereby or voidable under applicable law, including fraudulent conveyance lawthereby.
Appears in 1 contract
Samples: Acquisition and Construction Loan Agreement (Praecis Pharmaceuticals Inc)
Obligations Secured. This Agreement is made The security interests granted to the Lender in the Stock Collateral are granted to the Lender and given any subsequent holders of any of the Notes to secure, and shall secure, secure (a) the prompt payment and performance when due of (a) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement Loans and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether Obligations now existing or hereafter arising owing, including the principal of and interest on (and whether arising before or including interest accruing after the filing of a petition in any bankruptcy or similar petition) the Notes, and all other fees and commissions (including all interest accrued after the petition dateattorneys' fees), due charges, indebtedness, loans, liabilities, financial accommodations, and letter of credit reimbursement obligations, and all other obligations, covenants and duties now or hereafter owing by the Borrower to become duethe Lender of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, whether now existing or hereafter incurred, contractual or tortious, liquidated or unliquidated, and howsoever evidencedwhether or not evidenced by any note, held and whether or acquired and not for the payment of money, (b) any all obligations of Pledgor owed to Lender pursuant to this Pledge Agreement and (c) all expenses reasonable costs and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security thereforexpenses, including, without limitation, reasonable attorneys’ fees incurred by the lien and security interest granted hereby (all Lender for taxes and/or insurance relating to, or maintenance or preservation of, the Stock Collateral or any part thereof or incurred by the Lender arising from or in connection with the modification, workout, collection or enforcement of any of the indebtednessObligations, obligationsincluding, liabilitieswithout limitation, expenses and charges described above being hereinafter referred to as any such collection or enforcement of the "Obligations by any action or participation in, or in connection with a case or proceeding under, Chapter 7 or Chapter 11 of the U.S. Bankruptcy Code or any successor statute (collectively, the “Secured Obligations"”). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Pledge Agreement (Western Acquisition Ventures Corp.)
Obligations Secured. This Agreement The lien and security interest herein granted to the Collateral Agent for the ratable benefit of the Secured Parties is made and given to secure, and shall secure, the prompt payment and performance in full when due (whether by lapse of time, acceleration or otherwise) of (ai) any and all indebtedness, obligations and liabilities of the Pledgors, and of any of them individually, Grantor to the Secured CreditorsBank Agent, and to any of them individually, the Issuing Lender or the Lender Banks under or in connection with or evidenced by the Credit Agreement Bank Documents or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit this Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition datebankruptcy), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and acquired, (bii) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities of any Grantor to the Noteholders under or in realizing on connection with or protecting evidenced by the Noteholder Documents or preserving any security thereforthis Agreement, includingin each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), without limitationdue or to become due, the lien direct or indirect, absolute or contingent, and security interest granted hereby howsoever evidenced, held or acquired, (iii) all of the indebtedness, obligationsobligations and liabilities of any Grantors to any Additional Noteholders under or in connection with or evidenced by each Additional Note Agreement or this Agreement, liabilitiesin each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), expenses due or to become due, direct or indirect, absolute or contingent, and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contraryhowever evidenced, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void held or voidable under applicable law, including fraudulent conveyance law.acquired,
Appears in 1 contract
Obligations Secured. This Agreement Hyatt Gaming Deed of Trust is made and given to secure, and shall secure, for the prompt purpose of securing the payment and performance in full when due (whether at stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all obligations of every type and nature of Trustor to Trustee, any other trustee under any other Deed of Trust or Beneficiary (a) including without limitation any and all indebtedness, obligations amounts which may at any time be or become due and liabilities payable and any and all interest accruing after the maturity of the Pledgors, Subordinated Note and of any of them individually, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or interest accruing after the filing of a any petition in bankruptcy bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Trustor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and including all interest accrued after interest, to the petition dateextent permitted by law, on the unpaid interest), due or to become due, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Subordinated Loan Agreement, the Subordinated Note, this Hyatt Gaming Deed of Trust, the other Collateral Documents, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, premium, interest, fees, Liquidated Damages, indemnities, costs, expenses or otherwise (including without limitation all fees and howsoever evidenceddisbursements of counsel to Trustee or to the Beneficiary that are required to be paid by Trustor pursuant to the terms of the Subordinated Loan Agreement, held the Subordinated Note, this Hyatt Gaming Deed of Trust, any other Collateral Document, or acquired and (b) any and all expenses and chargesother document entered into by Trustor, legal or otherwiseeither of them, suffered or incurred by the Secured Creditors, and in connection with any of them individuallythe foregoing) (the foregoing, in collecting or enforcing any of such indebtednesscollectively, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contraryscope of such definition, for purposes of any provision of Title 38 of the Colorado Revised Statutes, the right only "original evidence of recovery against debt" secured by this Hyatt Gaming Deed of Trust is the single counterpart of the Subordinated Note which bears a legend in the following form: The counterpart of the Subordinated Promissory Note on which this legend appears is, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by the Deed of Trust, as defined herein. In no event shall Trustee require Beneficiary to produce any Pledgor under this Agreement (or all of the Subordinated Note or other Transaction Documents, other than the Parent single counterpart of the Subordinated Loan Agreement referred to above, to support Beneficiary's written request for full or partial release of this Hyatt Gaming Deed of Trust or for the sale of the Trust Property by Trustee, and Trustor hereby waives any defense that such single counterpart of the Subordinated Note is not, for purposes of Title 38 of the Colorado Revised Statutes, the "original evidence of debt" secured by this Hyatt Gaming Deed of Trust. Trustor shall pay and perform the Obligations at the times and places and in the manner specified in the Subordinated Loan Agreement, the Subordinated Note and the Borrower other Transaction Documents. This Hyatt Gaming Deed of Trust shall secure unpaid balances of all loans and other such extensions of credit made to which Trustor under the Transaction Documents, whether made pursuant to an obligation of Beneficiary to make such loans or extensions or otherwise. Such Obligations and other extensions of credit may or may not be evidenced by notes executed pursuant to the Subordinated Loan Agreement. All future advances will have the same priority as the original advance. Any agreement hereafter made by Trustor and Beneficiary pursuant to this limitation Hyatt Gaming Deed of Trust shall not apply) be superior to the rights of the holder of any intervening Lien or encumbrance to the extent allowed by law. PROVIDED, HOWEVER, that if the principal and interest and all other sums due or to become due under the Subordinated Note shall not exceed $1.00 less than have been indefeasibly paid in full at the lowest amount which would render time and in the manner stipulated herein and all other sums payable hereunder and all other indebtedness secured hereby shall have been indefeasibly paid in full, then, in such Pledgorcase, the estate, right, title and interest of Trustee and Beneficiary in the Trust Property shall cease, and upon written notice from Beneficiary that all of the indebtedness secured hereby has been indefeasibly paid in full, cancellation of the Subordinated Note secured hereby, surrender of this Hyatt Gaming Deed of Trust and the Subordinated Loan Agreement to Trustee and payment by Trustor of Trustee's obligations under fees and costs, all other amounts payable to Trustee hereunder and all recording costs, Trustee shall release this Agreement void or voidable under applicable lawHyatt Gaming Deed of Trust and the Trust Property shall become wholly free of the liens, including fraudulent conveyance lawsecurity interests, conveyances and assignments created and evidenced hereby.
Appears in 1 contract
Samples: Deed of Trust (Windsor Woodmont Black Hawk Resort Corp)
Obligations Secured. This Agreement is made and given to secure, and shall secure, The obligations secured hereby are the prompt payment and performance when due of of: (a) all present and future Indebtedness of Debtor to Bank specifically including, without limitation, any Reimbursement Obligations (as defined below); provided however that the obligations secured hereby shall not include any Indebtedness of Debtor to Bank (i) to the extent that the terms of the agreement(s) giving rise to such Indebtedness expressly state that such Indebtedness is unsecured or not secured by this Agreement, or otherwise expressly disclaim the security interest created hereby as security for such Indebtedness (excluding, for the avoidance of doubt, Reimbursement Obligations), or (ii) that is secured by any real property other than the “Real Property Secured Indebtedness” as defined below; and (b) all obligations of Debtor and rights of Bank under this Agreement. For the avoidance of doubt, and notwithstanding anything herein or in any other agreement between Debtor and Bank to the contrary, the statement herein that Reimbursement Obligations are specifically included in the Indebtedness secured hereby, shall be sufficient to satisfy a requirement in any Reimbursement Agreement executed by Debtor and delivered to Bank stating that for such letter of credit or acceptance or similar product obligations to be secured, they must be specifically described. As used in this Agreement:
(A) The word "Indebtedness" is used herein in its most comprehensive sense and includes any and all indebtednessadvances, debts, obligations and liabilities of the PledgorsDebtor, or any of them, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and of any of them individuallywhether Debtor may be liable individually or jointly with others, to the Secured Creditors, and to any of them individually, under or in connection with or evidenced by the Credit Agreement or any other Loan Document, including, without limitation, all obligations evidenced by the Notes of the Borrower heretofore whether recovery upon such Indebtedness may be or hereafter issued under becomes unenforceable. As used herein, “Real Property Secured Indebtedness” means the Credit Agreement, all obligations Indebtedness of the Borrower Debtor to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant to the Credit Agreement and all other obligations of the Borrower under all Applications therefor, all obligations of the Pledgors, and of any of them individually, Bank arising under or in connection with or otherwise evidenced that certain promissory note dated as of August 16, 2021, executed by Hedging Agreements with any one or more of the Secured CreditorsNATURAL ALTERNATIVES INTERNATIONAL, INC. and all obligations of the Pledgors, and of any of them individually, arising under any guaranty issued by it relating payable to the foregoing or any part order of Bank in the principal amount of $10,000,000.00, together with all extensions, renewals, replacements and/or modifications thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Secured Creditors, and any of them individually, in collecting or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in this Agreement to the contrary, the right of recovery against any Pledgor under this Agreement (other than the Parent and the Borrower to which this limitation shall not apply) shall not exceed $1.00 less than the lowest amount which would render such Pledgor's obligations under this Agreement void or voidable under applicable law, including fraudulent conveyance law.
Appears in 1 contract
Samples: Security Agreement: Business Assets (Natural Alternatives International Inc)
Obligations Secured. This Agreement is made and given to securemade, and shall securethe security interest created hereby is granted to Lender, the prompt to secure full payment and performance when due of any and all indebtedness and other obligations of Pledgor to Lender, direct or contingent, however evidenced or denominated, and however or whenever incurred, including without limitation (a) indebtedness incurred pursuant to any past, present or future commitment of Lender to Pledgor, including without limitation that certain Twenty-Five Million Dollar ($25,000,000.00) Term Loan and that certain Thirty-Two Million Five Hundred Thousand Dollar ($32,500,000.00) 2019 Term Loan governed by the Loan Agreement, and all indebtedness, other indebtedness or obligations and liabilities of the Pledgors, and of any of them individually, to the Secured Creditors, and to any of them individually, Pledgor or Bank under or in connection with or evidenced by the Credit Agreement or any Notes, Loan Agreement, and other Loan DocumentDocuments, includingas each of them may be amended from time to time and (b) all indebtedness, without limitationliabilities, all obligations evidenced by the Notes obligations, covenants and duties of the Borrower heretofore or hereafter issued under the Credit Agreement, all obligations of the Borrower to reimburse the Secured Creditors for the amount of all drawings on all Letters of Credit issued pursuant Pledgor to the Credit Agreement Lender, of every kind, nature and all other obligations description arising under of the Borrower under all Applications therefor, all obligations of the Pledgors, and in respect of any of them individually, Lender Product (hereinafter defined) (including arising under or in connection with or otherwise evidenced by Hedging Agreements with any one or more of the Secured Creditors, and all obligations of the Pledgors, and respect of any of them individually, arising under any guaranty issued by it relating to the foregoing or any part thereof, in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy and including all interest accrued after the petition date), due or to become due, whether direct or indirect, absolute or contingent, and howsoever evidenceddue or not due, held contractual or acquired and (b) any and all expenses and chargestortious, legal liquidated or otherwise, suffered or incurred by the Secured Creditors, and any of them individuallyunliquidated, in collecting each case now existing or enforcing any of such indebtedness, obligations and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby hereafter arising (all of the indebtednessforegoing, obligationscollectively, liabilities, expenses the “Obligations”); except that the indebtedness and charges described above being hereinafter referred to as the "Obligations"). Notwithstanding anything in other liabilities secured by this Agreement shall not include any indebtedness subject to the contrarydisclosure requirements of the Federal Truth-in-Lending Act if at the time such indebtedness is created or incurred, any legally required disclosure of this security interest shall not have been made. As used herein, “Lender Products” means any of the right of recovery against following that the Lender provides, to or enters into with the Pledgor: (i) any Pledgor under this Agreement deposit, lockbox, Cash Management Services (hereinafter defined), or other than the Parent cash management agreement, (ii) any Interest Rate Swap, (iii) any credit cards, purchase cards and/or debit cards, and the Borrower (iv) any other product, service or agreement pursuant to which this limitation shall not apply) shall not exceed $1.00 less than Pledgor is indebted to the lowest amount which would render such Pledgor's obligations under this Agreement void Lender. As used herein, “Cash Management Services” means any services provided from time to time by the Lender to Pledgor in connection with the operating, collections, payroll, trust or voidable under applicable lawother depository or disbursement accounts, including fraudulent conveyance lawautomated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.
Appears in 1 contract
Samples: Pledge and Security Agreement (First Guaranty Bancshares, Inc.)
