Revolving Credit Facility Priority. (a) EACH TERM LENDER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.10(h) AND ARTICLE IX, THE REVOLVING OBLIGATIONS ARE ENTITLED TO DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO SECTION 2.10(h), ARTICLE IX AND THIS SECTION 11.23 (INCLUDING DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO AN INSOLVENCY PROCEEDING) PRIOR TO ANY DISTRIBUTIONS OR OTHER PAYMENTS BEING APPLIED TO THE OTHER OBLIGATIONS (INCLUDING OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS). Each Term Lender hereby agrees that it will not provide the Administrative Borrower or any other Loan Party post-petition financing (or support any third party providing any post-petition financing) unless upon the effectiveness of such post-petition financing, all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) shall have been paid in full in cash and the Revolving Commitments and all Letters of Credit shall have been terminated (or such Letters of Credit shall have been Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Banks) or the Majority Revolving Lenders shall have consented to such post-petition financing. (b) Each Term Lender agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Majority Revolving Lenders have consented to such sale or disposition of such assets. (c) The provisions of preceding clause (b) shall not prohibit Term Lenders from agreeing to or supporting a sale or other disposition of any Collateral free and clear of the Secured Parties’ Liens or other claims under Section 363 of the Bankruptcy Code so long as all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Revolving Commitments and all Letters of Credit are terminated (or such Letters of Credit are Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank) at the time of the consummation of such sale or other disposition unless the Majority Revolving Lenders otherwise agree to such sale or other disposition. (d) Each Term Lender agrees that it will not support or agree to any Non- Conforming Plan of Reorganization. (e) Notwithstanding the provisions of Section 2.14 or anything to the contrary contained in this Agreement (other than as expressly provided in Section 2.10(h) and Article IX), after the exercise of remedies (including rights of setoff) provided for in ArticleVIII, any amounts received on account of the Secured Obligations (whether as a result of a payment under a Guarantee, any realization on the Collateral, any setoff rights, any distribution or other payment in connection with any insolvency or liquidation proceeding under the Bankruptcy Code or otherwise) shall be applied as provided in Article IX, in any such case until the prior payment in full in cash of all Revolving Obligations (other than contingent indemnification obligations not then due and payable) and the termination of all Letters of Credit (or the Cash Collateralization of such Letters of Credit on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank). If any Secured Party collects or receives any amounts on account of the Secured Obligations to which it is not entitled under Article IX , such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this clause (e). (f) Without limiting the generality of the foregoing provisions of this Section11.23, (i) this Section11.23 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law and (ii) it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the Revolving Exposure and Revolving Commitments (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the other Secured Obligations (and security therefor).
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Revolving Credit Facility Priority. (a) EACH LENDER WITH OUTSTANDING TERM LENDER LOANS ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.10(h) AND ARTICLE IX, THAT THE REVOLVING OBLIGATIONS (INCLUDING OUTSTANDING REVOLVING LOANS, SWINGLINE LOANS AND LETTER OF CREDIT OUTSTANDINGS) ARE ENTITLED TO DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO SECTION 2.10(h), ARTICLE IX 5.02(j) AND 13.21(f) OF THIS AGREEMENT AND SECTION 11.23 4.02 OF THE GUARANTY AND COLLATERAL AGREEMENT (INCLUDING DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO AN INSOLVENCY OR LIQUIDATION PROCEEDING) PRIOR TO ANY DISTRIBUTIONS OR OTHER PAYMENTS BEING APPLIED TO THE OTHER OBLIGATIONS (INCLUDING OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS). .
(b) Each Lender holding Term Lender Loans hereby agrees that it will not provide the Administrative Borrower or any other Loan Credit Party postPost-petition financing Petition Financing (or support any third party providing any postPost-petition financingPetition Financing) unless upon the effectiveness of such postPost-petition financingPetition Financing, all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) shall have been paid in full in cash and the Total Revolving Commitments Loan Commitment and all Letters of Credit shall have been terminated (or such Letters of Credit shall have been Cash Collateralized cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing BanksLenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time) or the Majority Lenders holding Revolving Lenders shall Obligations have consented to such postPost-petition financingPetition Financing.
(bc) Each Lender holding Term Lender Loans agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Majority Lenders holding Revolving Lenders Obligations have consented to such sale or disposition of such assets.
(cd) The provisions of preceding clause (bc) shall not prohibit Lenders holding Term Lenders Loans from agreeing to or supporting a sale or other disposition of any Collateral free and clear of the Secured PartiesCreditors’ Liens or other claims under Section 363 of the Bankruptcy Code so long as all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Total Revolving Commitments Loan Commitment and all Letters of Credit are terminated (or such Letters cash collateralized or backstopped by another letter of Credit are Cash Collateralized credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing BankLenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in stated amount equal to at least 105% of the aggregate Stated Amount of all Letters of Credit outstanding at such time) at the time of the consummation of such sale or other disposition unless the Majority Lenders holding Revolving Lenders Obligations otherwise agree to such sale or other disposition.
(de) Each Lender holding Term Lender Loans agrees that it will not support or agree to any Non- Non-Conforming Plan of Reorganization.
(ef) Notwithstanding the provisions of Section 2.14 Sections 13.06(a), (b) and (c) or anything to the contrary contained in this Agreement (other than as expressly provided in Section 2.10(h) and Article IX)Agreement, after the exercise of remedies (including rights of setoff) provided for in ArticleVIIISection 11 (or after the Loans have automatically become immediately due and payable as contemplated by the proviso appearing in the last paragraph of Section 11), any amounts received on account of the Secured Obligations (whether as a result of a payment under a GuaranteeGuaranty, any realization on the Collateral, any setoff rights, any distribution or other payment in connection with any insolvency or liquidation proceeding under the Bankruptcy Code or otherwise) shall be applied as provided in Article IXSection 4.02 of the Guaranty and Collateral Agreement, in any such case until the prior payment in full in cash of all Revolving Obligations (other than contingent indemnification obligations not then due and payable) and the termination of all Letters of Credit (or the Cash Collateralization of such Letters of Credit on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank). If any Secured Party Creditor collects or receives any amounts on account of the Secured Obligations to which it is not entitled under Article IX Section 4.02 of the Guaranty and Collateral Agreement, such Secured Party Creditor shall hold the same in trust for the Secured Parties Creditors and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured PartiesCreditors, to be applied in accordance with this clause (ef).
(fg) Without limiting the generality of the foregoing provisions of this Section11.23Section 13.21, (i) this Section11.23 Section 13.21 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law and (ii) it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the Revolving Exposure and Revolving Commitments Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the other Secured Obligations (and security therefor).
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Revolving Credit Facility Priority. (a) EACH TERM LENDER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.10(h) AND ARTICLE IX, THE REVOLVING OBLIGATIONS ARE ENTITLED TO DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO SECTION 2.10(h), ARTICLE ARITICLE IX AND THIS SECTION 11.23 (INCLUDING DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO AN INSOLVENCY PROCEEDING) PRIOR TO ANY DISTRIBUTIONS OR OTHER PAYMENTS BEING APPLIED TO THE OTHER OBLIGATIONS (INCLUDING OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS). Each Term Lender hereby agrees that it will not provide the Administrative Borrower or any other Loan Party post-petition financing (or support any third party providing any post-petition financing) unless upon the effectiveness of such post-petition financing, all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) shall have been paid in full in cash and the Revolving Commitments and all Letters of Credit shall have been terminated (or such Letters of Credit shall have been Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing BanksBank) or the Majority Revolving Lenders shall have consented to such post-petition financing.
(b) Each Term Lender agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Majority Revolving Lenders have consented to such sale or disposition of such assets.
(c) The provisions of preceding clause (b) shall not prohibit Term Lenders from agreeing to or supporting a sale or other disposition of any Collateral free and clear of the Secured Parties’ Liens or other claims under Section 363 of the Bankruptcy Code so long as all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Revolving Commitments and all Letters of Credit are terminated (or such Letters of Credit are Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank) at the time of the consummation of such sale or other disposition unless the Majority Revolving Lenders otherwise agree to such sale or other disposition.
(d) Each Term Lender agrees that it will not support or agree to any Non- Non-Conforming Plan of Reorganization.
(e) Notwithstanding the provisions of Section 2.14 or anything to the contrary contained in this Agreement (other than as expressly provided in Section 2.10(h) and Article ARTICLE IX), after the exercise of remedies (including rights of setoff) provided for in ArticleVIIIArticle VIII, any amounts received on account of the Secured Obligations (whether as a result of a payment under a GuaranteeGuaranty, any realization on the Collateral, any setoff rights, any distribution or other payment in connection with any insolvency or liquidation proceeding under the Bankruptcy Code or otherwise) shall be applied as provided in Article ARTICLE IX, in any such case until the prior payment in full in cash of all Revolving Obligations (other than contingent indemnification obligations not then due and payable) and the termination of all Letters of Credit (or the Cash Collateralization of such Letters of Credit on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank). If any Secured Party collects or receives any amounts on account of the Secured Obligations to which it is not entitled under Article ARTICLE IX , such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this clause (e).
(f) Without limiting the generality of the foregoing provisions of this Section11.23Section 11.23, (i) this Section11.23 Section 11.23 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law and (ii) it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the Revolving Exposure and Revolving Commitments (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the other Secured Obligations (and security therefor).
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Revolving Credit Facility Priority. (a) EACH TERM LENDER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.10(h) AND ARTICLE IX, THE REVOLVING OBLIGATIONS ARE ENTITLED TO DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO SECTION 2.10(h), ARTICLE ARITICLE IX AND THIS SECTION 11.23 (INCLUDING DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO AN INSOLVENCY PROCEEDING) PRIOR TO ANY DISTRIBUTIONS OR OTHER PAYMENTS BEING APPLIED TO THE OTHER OBLIGATIONS (INCLUDING OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS). Each Term Lender hereby agrees that it will not provide the Administrative Borrower or any other Loan Party post-petition financing (or support any third party providing any post-petition financing) unless upon the effectiveness of such post-petition financing, all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) shall have been paid in full in cash and the Revolving Commitments and all Letters of Credit shall have been terminated (or such Letters of Credit shall have been Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing BanksBank) or the Majority Revolving Lenders shall have consented to such post-petition financing.
(b) Each Term Lender agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Majority Revolving Lenders have consented to such sale or disposition of such assets.
(c) The provisions of preceding clause (b) shall not prohibit Term Lenders from agreeing to or supporting a sale or other disposition of any Collateral free and clear of the Secured Parties’ Liens or other claims under Section 363 of the Bankruptcy Code so long as all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Revolving Commitments and all Letters of Credit are terminated (or such Letters of Credit are Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank) at the time of the consummation of such sale or other disposition unless the Majority Revolving Lenders otherwise agree to such sale or other disposition.
(d) Each Term Lender agrees that it will not support or agree to any Non- Non-Conforming Plan of Reorganization.
(e) Notwithstanding the provisions of Section 2.14 or anything to the contrary contained in this Agreement (other than as expressly provided in Section 2.10(h) and Article ARTICLE IX), after the exercise of remedies (including rights of setoff) provided for in ArticleVIIIArticle VIII, any amounts received on account of the Secured Obligations (whether as a result of a payment under a GuaranteeGuaranty, any realization on the Collateral, any setoff rights, any distribution or other payment in connection with any insolvency or liquidation proceeding under the Bankruptcy Code or otherwise) shall be applied as provided in Article ARTICLE IX, in any such case until the prior payment in full in cash of all Revolving Obligations (other than contingent indemnification obligations not then due and payable) and the termination of all Letters of Credit (or the Cash Collateralization of such Letters of Credit on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank). If any Secured Party collects or receives any amounts on account of the Secured Obligations to which it is not entitled under Article ARTICLE IX , such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this clause (e).
(f) Without limiting the generality of the foregoing provisions of this Section11.23Section 11.23, (i) this Section11.23 Section 11.23 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law and (ii) it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the Revolving Exposure and Revolving Commitments (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the other Secured Obligations (and security therefor). This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert Name of Assignor] (the “Assignor”) and [Insert Name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor in respect of the respective Classes identified below (including without limitation any letters of credit and swingline loans included in such Classes), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.
1. Assignor: ________________________________
2. Assignee: ______________________________ [and is a Lender, an Affiliate of a Lender or an Approved Fund]1
3. Borrower(s): As defined in Section 5 below
4. Administrative Agent: Jefferies Finance LLC, as the administrative agent under the Credit Agreement
1 Select as applicable.
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Revolving Credit Facility Priority. (a) EACH TERM LENDER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.10(h) AND ARTICLE IX, THE REVOLVING OBLIGATIONS ARE ENTITLED TO DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO SECTION 2.10(h), ARTICLE IX AND THIS SECTION 11.23 (INCLUDING DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO AN INSOLVENCY PROCEEDING) PRIOR TO ANY DISTRIBUTIONS OR OTHER PAYMENTS BEING APPLIED TO THE OTHER OBLIGATIONS (INCLUDING OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS). Each Term Lender hereby agrees that it will not provide the Administrative Borrower or any other Loan Party post-petition financing (or support any third party providing any post-petition financing) unless upon the effectiveness of such post-petition financing, all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) shall have been paid in full in cash and the Revolving Commitments and all Letters of Credit shall have been terminated (or such Letters of Credit shall have been Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Banks) or the Majority Revolving Lenders shall have consented to such post-petition financing.
(b) Each Term Lender agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Majority Revolving Lenders have consented to such sale or disposition of such assets.
(c) The provisions of preceding clause (b) shall not prohibit Term Lenders from agreeing to or supporting a sale or other disposition of any Collateral free and clear of the Secured Parties’ Liens or other claims under Section 363 of the Bankruptcy Code so long as all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Revolving Commitments and all Letters of Credit are terminated (or such Letters of Credit are Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank) at the time of the consummation of such sale or other disposition unless the Majority Revolving Lenders otherwise agree to such sale or other disposition.
(d) Each Term Lender agrees that it will not support or agree to any Non- Non-Conforming Plan of Reorganization.
(e) Notwithstanding the provisions of Section 2.14 or anything to the contrary contained in this Agreement (other than as expressly provided in Section 2.10(h) and Article IX), after the exercise of remedies (including rights of setoff) provided for in ArticleVIIIArticle VIII, any amounts received on account of the Secured Obligations (whether as a result of a payment under a Guarantee, any realization on the Collateral, any setoff rights, any distribution or other payment in connection with any insolvency or liquidation proceeding under the Bankruptcy Code or otherwise) shall be applied as provided in Article IX, in any such case until the prior payment in full in cash of all Revolving Obligations (other than contingent indemnification obligations not then due and payable) and the termination of all Letters of Credit (or the Cash Collateralization of such Letters of Credit on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank). If any Secured Party collects or receives any amounts on account of the Secured Obligations to which it is not entitled under Article IX , such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this clause (e).
(f) Without limiting the generality of the foregoing provisions of this Section11.23Section 11.23, (i) this Section11.23 Section 11.23 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law and (ii) it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the Revolving Exposure and Revolving Commitments (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the other Secured Obligations (and security therefor).
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