Pledge of Account. To secure the full and punctual payment and performance of all of the Indebtedness, Borrower hereby assigns, conveys, pledges and transfers to the Lenders, to be held by Collateral Agent on behalf of the Lenders as agent/bailee, and grant a first and continuing security interest in and to, the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "ACCOUNT COLLATERAL"):
(i) all of Borrower's right, title and interest in the Collection Account and the Basic Carrying Costs Account and all Money and Permitted Investments, if any, from time to time deposited or held in the Collection Account and the Basic Carrying Costs Account;
(ii) all of Borrower's right, title and interest in interest, dividends, Money, Instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any of the foregoing until such time as such items are disbursed from the Collection Account and the Basic Carrying Costs Account; and
(iii) to the extent not covered by CLAUSE (i) or (ii) above, all Borrower's right, title and interest in Proceeds of any or all of the foregoing.
Pledge of Account. Borrower hereby assigns, pledges, delivers, and transfers to Bank, and hereby grants to Bank, a continuing first priority security interest in and against all right, title and interest of the following, whether now or hereafter existing or acquired by Borrower, (i) the Pledged Account and general intangibles arising therefrom or relating thereto; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith, and (ii) all proceeds of the foregoing (including whatever is receivable or received when the Pledged Account or proceeds are invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to the Pledged Account, and all rights to payment with respect to any cause of action affecting or relating to the Pledged Account. The Pledged Account shall be under the sole control of Bank and Borrower shall not have access to funds in the Pledged Account. Borrower shall at all times cause the balance in the Pledged Account to be not less than the Minimum Pledged Cash Amount.”
6. Section 6.6 of the Agreement hereby is amended and restated as follows:
Pledge of Account. To secure the full and punctual payment and performance of all of the Secured Obligations, Borrowers hereby assign, convey, pledge and transfer to Lender as secured party, and grant Lender a first and continuing security interest in and to, the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the “Account Collateral”):
A. all of the right, title and interest of Borrowers and Property Manager (if any) in and to the Pledged Accounts and all Money and Permitted Investments, if any, from time to time deposited or held in the Pledged Accounts or purchased with funds or assets on deposit;
B. all of the right, title and interest of Borrowers in and to interest, dividends, Money, Instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any of the foregoing until such time as such items are indefeasibly disbursed from the Pledged Accounts; and
C. xx the extent not covered by clause (A) or (B) above, all of the right, title and interest of the Borrowers in Proceeds of any or all of the foregoing until such time as such items are indefeasibly disbursed from the Pledged Accounts.
Pledge of Account. Borrowers hereby pledge to Bank and grant to Bank a security interest in Comerica Bank account no. 1892037647, which shall at all times have a minimum balance of One Million Dollars ($1,000,000), together with all proceeds and substitutions thereof, all interest paid thereon, and all other cash and noncash proceeds of the foregoing (all hereinafter called the "Pledged Collateral"), as security for the prompt payment and performance of all of Borrowers' Obligations. Borrowers shall enter into such control or other agreements as Bank requests in order to perfect or ensure the priority of Bank's security interest in the Pledged Collateral. Upon (a) Bank's receipt and satisfactory review of the Appraisal, which shall reflect a minimum value of the Real Property of Four Million Dollars ($4,000,000), or (b) Borrower's satisfaction of the Mandatory Prepayment, Bank shall release the Pledged Collateral to Borrower."
9. Section 5.12 of the Agreement hereby is amended and restated in its entirety to read as follows:
Pledge of Account. Borrower hereby pledges to Bank and grant to Bank a security interest in the Pledged Account, which shall have, at all times, a minimum aggregate balance equal to one hundred percent (100%) of the outstanding principal amount of all Advances, as security for the prompt payment of all of Borrower’s Obligations to Bank. Bank shall have the right to reject withdrawal requests from the Pledged Account to the extent such request would result in an Overadvance.
Pledge of Account. To secure the full and punctual payment and performance of all of the Indebtedness, Borrower hereby assigns, conveys, pledges and transfers to the Agent on behalf of the Lenders as secured party, and grants Agent on behalf of the Lenders a first and continuing security interest in and to, the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the “Account Collateral”):
(i) all of Borrower’s right, title and interest in Borrower’s Operating Account, the Local Collection Account, the Parking Collection Account, the Security Deposit Account, and the Pledged Accounts and all Money and Permitted Investments, if any, from time to time deposited or held in Borrower’s Operating Account, the Local Collection Account, the Parking Collection Account, the Security Deposit Account, and the Pledged Accounts or purchased with funds or assets on deposit in Borrower’s Operating Account, the Local Collection Account, the Parking Collection Account, the Security Deposit Account, and the Pledged Accounts;
(ii) all of Borrower’s right, title and interest in interest, dividends, Money, Instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any of the foregoing until such time as such items are disbursed from Borrower’s Operating Account, the Local Collection Account, the Parking Collection Account, the Security Deposit Account, and the Pledged Accounts; and
(iii) to the extent not covered by clause (i) or (ii) above, all Borrower’s right, title and interest in Proceeds of any or all of the foregoing until such time as such items are disbursed from Borrower’s Operating Account, the Local Collection Account, the Parking Collection Account, the Security Deposit Account and the Pledged Accounts.
Pledge of Account. To secure the full and punctual payment and performance of all of the Indebtedness, Borrower hereby grants, assigns, conveys, pledges and transfers to the Collateral Agent for the benefit of the Agent for the Lenders, and grants a first and continuing security interest in and to, the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "Account Collateral"):
(i) all of Borrower's right, title and interest in the Collection Account and all Money and Permitted Investments, if any, from time to time deposited or held in the Collection Account;
(ii) all of Borrower's right, title and interest in interest, dividends, Money, Instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any of the foregoing until such time as such items are disbursed from the Collection Account; and
(iii) to the extent not covered by clause (i) or (ii) above, all Borrower's right, title and interest in Proceeds of any or all of the foregoing.
Pledge of Account. (a) Subject to Section (b) and (c), below, Borrower hereby pledges to Bank and grants to Bank a security interest in Borrower’s money market account #0000-00000-0 held at Bank (which shall at all times maintain a minimum aggregate balance equal to Four Million Dollars ($4,000,000)), together with all proceeds and substitutions thereof, all interest paid thereon, and all other cash and noncash proceeds of the foregoing (all hereinafter called the “Pledged Collateral”), as security for the prompt performance of all of Borrower’s obligations with respect to, or arising out of, the Term Loan. Borrower authorizes Bank to file such financing statements, and take such other actions as Bank determines from time to time may be necessary or appropriate to perfect the security interest granted hereunder. Prior to the maturity (if any) of any Pledged Collateral held by Bank pursuant hereto, Borrower and Bank shall agree upon a security or instrument similar in form, quality, and substance to the original Pledged Collateral in which the proceeds of the Pledged Collateral can be reinvested on maturity. Upon maturity of the Pledged Collateral in accordance with its terms, or in the event the Pledged Collateral otherwise becomes payable during the term of this Agreement, such maturing Pledged Collateral may be presented for payment, exchange, or otherwise marketed by Bank on behalf of Borrower and the proceeds therefrom used to purchase the security or instrument agreed to by Borrower and Bank in accordance with the immediately preceding sentence. If no agreement has been made, such proceeds shall be placed into an interest bearing account offered by the Bank until such time as an agreement as to the security replacing the original Pledged Collateral can be reached. Bank may retain any such successor collateral and the proceeds therefrom as Pledged Collateral in accordance with the terms of this Agreement.
(b) Upon Borrower’s consummation of the Equity Event (provided no Event of Default has occurred and is continuing), the Pledged Collateral shall be released by Bank and this Section 4.4 will be of no further force or effect.
(c) Upon indefeasible payment in full of all outstanding Obligations with respect to the Term Loan, the Pledged Collateral shall be released by Bank and this Section 4.4 will be of no further force or effect. Notwithstanding anything in this Section 4.4 to the contrary, the Pledged Collateral may be used to pay down the Term Loan, provided that all ...
Pledge of Account. At all times following the date that (a) the Co-Development Agreement is terminated for any reason or (b) Borrower breaches or is in default of the Co-Development Agreement for any reason (after giving effect to any applicable grace periods provided in the Co-Development Agreement), Borrower hereby pledges and grants to Agent, for the ratable benefit of the Lenders, a security interest in the Pledged Account and agrees to take such actions as Agent shall reasonably request in connection with the Pledge Agreement, including, but not limited to, establishment of the Pledged Account containing at all times an amount of unrestricted cash equal to at least the aggregate outstanding balance of all of the Obligations as security for the prompt payment of such Obligations.”
3.2 Section 6.7 (
Pledge of Account. Borrower hereby pledges to Bank and grants to Bank a security interest in Borrower’s account number #3-8510730506-7 held at Bank (which shall have a minimum aggregate balance equal to the aggregate dollar amount of Letters of Credit issued hereunder at all times) (the “Pledged Collateral”), as security for the prompt payment of all of Borrower’s Obligations with respect to Letters of Credit issued by Bank. Prior to the maturity (if any) of any Pledged Collateral held by Bank pursuant hereto, Borrower and Bank shall agree upon a security or instrument similar in form, quality, and substance to the original Pledged Collateral in which the proceeds of the Pledged Collateral can be reinvested on maturity. Upon maturity of the Pledged Collateral in accordance with its terms, or in the event the Pledged Collateral otherwise becomes payable during the term of this Agreement, such maturing Pledged Collateral may be presented for payment, exchange, or otherwise marketed by Bank on behalf of Borrower and the proceeds therefrom used to purchase the security or instrument agreed to by Borrower and Bank in accordance with the immediately preceding sentence. If no agreement has been made, such proceeds shall be placed into an interest bearing account offered by the Bank until such time as an agreement as to the security replacing the original Pledged Collateral can be reached. Bank may retain any such successor collateral and the proceeds therefrom as Pledged Collateral in accordance with the terms of this Agreement.”
3. Section 6.7 of the Agreement is hereby amended and restated in its entirety to read as follows:
