Pledged Debt Instruments. 1. Intercompany Canadian Note.
2. Intercompany Subordinated Note. To: Cantor Xxxxxxxxxx Securities, as Agent Re: Compliance Certificate dated [ ] Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 25, 2018, by and among SAExploration Inc., a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, the lenders party thereto from time to time, and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent and as collateral agent (the “Agent”). Capitalized terms used in this Compliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein. Pursuant to Section 6.1 of the Credit Agreement, the undersigned chief financial officer of Borrower, on behalf of Borrower and the other Loan Parties, hereby certifies (solely in his or her capacity as an officer of Borrower and not in an individual capacity) that:
1. Attached is the financial information of Parent and its Subsidiaries which is required to be furnished to the Agent pursuant to Schedule 6.1 of the Credit Agreement for the period ended , (the “Reporting Date”). Such financial information has been prepared in accordance with GAAP, and fairly presents in all material respects the financial condition of Parent and its Subsidiaries.
2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Parent and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 6.1 of the Credit Agreement.
3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default.
4. The representations and warranties of each Loan Party and its Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date).
5. As of the Reporting Date, the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries, unle...
Pledged Debt Instruments. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent or its nominee may exercise (A) any voting, consent, or other right pertaining to the Pledged Debt Instruments at any meeting of investor, creditors or lenders, as the case may be, of the relevant issuer or issuers of Pledged Debt Instruments or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Debt Instruments as if it were the absolute owner thereof (including the right to deposit and deliver any Pledged Debt Instruments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
Pledged Debt Instruments. (i) All Pledged Debt Instruments constituting Indebtedness owed to such Grantor by a Subsidiary has been duly authorized, authenticated or issued and delivered by such Subsidiary, is the legal, valid and binding obligation of such Subsidiary and such Subsidiary is not in default thereunder and (ii) to the Knowledge of such Grantor, all other Pledged Debt Instruments not otherwise covered in clause (i) above constituting Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b) Except as set forth on Schedule 3 of the Security Disclosure Letter (or any update thereof or supplement thereto permitted to be made pursuant to the Loan Agreement and received by the Collateral Agent in accordance with the Loan Agreement), none of the Pledged Debt Instruments constituting Indebtedness owed to such Grantor is subordinated in right of payment to any other Indebtedness or subject to the terms of an indenture (or similar agreement or instrument).
(c) All Pledged Debt Instruments constituting Indebtedness owed to such Grantor have been delivered to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, in accordance with Section 5.2(a).
Pledged Debt Instruments. Master Intercompany Subordinated Note among the Credit Parties and their Subsidiaries, dated as of February 27, 2015 The following promissory notes, each dated as of February 27, 2015:
Pledged Debt Instruments. As of the Closing Date, all Pledged Debt Instruments, if any, to the extent they exceed $100,000 in the aggregate, have been delivered to the Agent.
Pledged Debt Instruments. 12 ARTICLE 5 COVENANTS ........................................................................................................................................ 12 Section 5.1 Maintenance of Perfected Security Interest; Further Documentation and Consents ........................ 12 Section 5.2 Pledged Collateral and Pledged Investment Property ...................................................................... 13 Section 5.3 Intellectual Property ......................................................................................................................... 14 ARTICLE 6
Pledged Debt Instruments. (a) (i) To the Knowledge of the Borrower, all Pledged Debt Instruments constituting Indebtedness owed to a Grantor have been duly authorized, authenticated or issued and delivered by the issuer(s) of such Indebtedness, and is the legal, valid and binding obligation of such issuer(s) and such issuer(s) is not in default thereunder, subject as to the enforcement of remedies to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Pledged Debt Instruments. Description of Certificate Final Principal Issuer Debt No(s). Maturity Xxxxxx Acknowledged and Agreed as of the date first above written: Citicorp USA, Inc., as Collateral Agent By: Name: Title: This Joinder Agreement, dated as of ___, 20___, is delivered pursuant to Section 7.11 (Additional Grantors) of the Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, by Revlon, Inc., Revlon Consumer Products Corporation (the “Company”) and the Subsidiaries of the Company listed on the signature pages thereof in favor of the Citicorp USA, Inc., as collateral agent for the Secured Parties referred to therein (as amended, restated, supplemented, renewed or otherwise modified from time to time, the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder (and expressly assumes all obligations and liabilities of a Grantor thereunder) with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Collateral Agent the following security interests:
Pledged Debt Instruments. [●] [[NYCORP:3422500v12:3650: 08/12/2013--08:17 PM]] SUPPLEMENT NO. __, dated as of [ ] (this “Supplement”), to the Security Agreement dated as of August 7, 2013 (the “Security Agreement”), among LSB Industries, Inc., a Delaware corporation (the “Issuer”), and each of the other entities listed on the signature page thereof or that become a party thereto (together with the Issuer, the “Grantors”) in favor of UMB Bank, n.a., as collateral agent under the Indenture (as defined below) (together with its successor(s) thereto in such capacity, the “Collateral Agent”) for each of the Secured Parties.
Pledged Debt Instruments. Issuer Description of Debt Certificate No(s). Final Maturity Principal Amount Citicorp North America, Inc. as Administrative Agent By: Name: Title:
