Secured Obligations. The Deeds of Trust and all other Loan Documents which secure Borrowers’ indebtedness and obligations under the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all present and future indebtedness and obligations of Borrowers under this Modification Agreement, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 2 contracts
Samples: Modification Agreement, Modification Agreement (Cornerstone Core Properties REIT, Inc.)
Secured Obligations. The Deeds This Deed of Trust is given to secure the prompt payment when due of the following (the "Secured Obligations"): (a) all Obligations of Borrower under that certain Master Credit Agreement by and between Borrower and Lender, dated as of the date of this Deed of Trust (together with the “Supplements” defined therein and as further amended and supplemented, the "Credit Agreement"), according to the terms thereof, including the Notes and any other note given in substitution therefor or in modification, renewal, or extension thereof, in whole or in part (such Notes and all other Loan Documents which secure Borrowers’ indebtedness notes given in substitution therefor or in modification, renewal, or extension thereof, in whole or in part, are hereinafter collectively called the "Note"); (b) all indebtedness, liabilities, and obligations of Borrower now or hereafter incurred or arising pursuant to the provisions of this Deed of Trust or any other agreement or instrument now or hereafter evidencing, securing and/or guarantying the obligations of the Borrower under the Loan Documents Note or any part thereof (but excluding those documents which expressly do not secure Borrowers’ indebtedness such other instruments and obligations under agreements are hereinafter collectively referred to as the Loan "Related Documents"); and (c) shall secure, in addition to any and all other indebtedness indebtedness, obligations, and liabilities of Borrower to Lender of any nature whatsoever, whether arising out of contract, tort, or otherwise, including, without limitation, obligations secured thereby, the payment arising under any and performance of all present and future indebtedness and obligations loans, advances, and/or other extensions of Borrowers under this Modification Agreement, the Notecredit obtained and/or to be obtained by Borrower from Lender, and any and all amendmentspresent and future guaranties made by Borrower in favor of Lxxxxx, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bankinstruments and agreements evidencing such present and/or future loans, National Association advances, other extensions of credit, and/or guaranties, together with interest, costs, expenses, attorneys' fees and other fees and charges. THE TOTAL PRINCIPAL AMOUNT OF THE "SECURED OBLIGATIONS" SECURED HEREBY, INCLUDING ANY FUTURE DEBTS, ADVANCES, LIABILITIES OR OBLIGATIONS (or its Affiliates and/or successors) and any one or more Borrowers (or their AffiliatesBUT EXCLUDING, HOWEVER, INTEREST AND SUMS ADVANCED FOR THE PROTECTION AND/OR INSURANCE OF THE "PROPERTY" OR LXXXXX'S INTEREST THEREIN), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental IndemnitySHALL NOT EXCEED THE "MAXIMUM AMOUNT"; PROVIDED, the GuarantyHOWEVER, or any other Loan Document that is expressly stated to be unsecuredTHAT NOTHING CONTAINED HEREIN SHALL CONSTITUTE A COMMITMENT TO MAKE ANY ADDITIONAL OR FUTURE LOANS OR ADVANCES IN ANY AMOUNT.
Appears in 1 contract
Samples: Construction Security Agreement (Nedak Ethanol, LLC)
Secured Obligations. The Deeds Without limiting any of Trust and all other Loan Documents which the provisions thereof, the Security Instruments (as defined in Section 2.3) shall secure Borrowers’ the following indebtedness and obligations (the "Secured Obligations"):
(a) the full and timely payment of the indebtedness evidenced by the Notes, together with interest thereon, and any extensions, modifications, consolidations or renewals thereof, and any notes given in payment thereof;
(b) the full and prompt performance of all of the obligations of any Borrower to Lender under the Loan Documents (but excluding those documents as defined in Section 2.3) to which expressly do not secure Borrowers’ any Borrower is a party;
(c) the full and prompt payment of all court costs and other costs and expenses of whatever kind reasonably incurred in the collection of the indebtedness evidenced by the Notes, the enforcement or protection of the security interests of the Security Instruments (as defined in Section 2.3) or the exercise of any rights or remedies of Lender with respect to the indebtedness evidenced by the Notes, including without limitation the reasonable attorney and obligations under paralegal fees and costs incurred by Lender, all of which Borrowers agrees to pay to Lender upon demand; and
(d) the Loan Documents) shall secure, in addition to full and prompt payment and performance of any and all other indebtedness and obligations secured thereby, the payment and performance of all present and future indebtedness and other obligations of Borrowers under this Modification Agreementany Borrower to Lender, the Notedirect or contingent, however evidenced or denominated, and however and whenever incurred, including but not limited to indebtedness incurred pursuant to any present or future commitment to lend money of Lender to any Borrower, together with interest thereon, and any and all amendmentsextensions, modifications, consolidations and/or renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) thereof and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined notes given in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecuredpayment thereof.
Appears in 1 contract
Secured Obligations. The Deeds This Deed of Trust is given to secure the prompt payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the following (collectively, the “Secured Obligations”):
(a) all indebtedness, obligations and liabilities of Trustor under: (i) that certain Credit Agreement, of even date herewith, by and between Trustor and Beneficiary (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”) including without limitation, the Obligations (as defined in the Credit Agreement), (ii) the Revolving Note, the Repurchase Term Loan Note, and that Certain Delayed Draw-Down Term Loan Note and the promissory notes executed from time to time by Trustor in favor of Beneficiary in accordance with the Credit Agreement (collectively, the “Notes”), together with interest and prepayment premiums, if any, according to the terms thereof, and any other note given in substitution therefor or in modification, renewal, or extension thereof, in whole or in part;
(b) all indebtedness, liabilities, and obligations of Trustor and any Credit Party now or hereafter incurred or arising pursuant to the provisions of this Deed of Trust or under any other agreement, assignment or instrument now or hereafter evidencing, securing and/or guaranteeing the obligations of Trustor and any Credit Party under the Credit Agreement, the Notes or any part thereof (the Credit Agreement, the Notes, this Deed of Trust and any other Credit Documents and such other instruments and agreements, as the same may be amended, restated or otherwise modified from time to time between Trustor and Beneficiary in connection with this Deed of Trust, the Credit Agreement or the Credit Documents); and
(c) any and all other Loan Documents which secure Borrowers’ indebtedness indebtedness, obligations, and liabilities of Trustor and any Credit Party to Beneficiary of any nature whatsoever, whether arising out of contract, tort, or otherwise, including, without limitation, obligations arising under the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness any and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all present and future indebtedness loans, advances, and/or other extensions of credit obtained and/or to be obtained by Trustor and obligations of Borrowers under this Modification Agreement, the Noteany Credit Party from Beneficiary, and any and all amendmentspresent and future guaranties made by Trustor in favor of Beneficiary, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bankinstruments and agreements evidencing such present and/or future loans, National Association (or its Affiliates advances, other extensions of credit, and/or successors) guaranties, together with interest, costs, expenses, attorneys’ fees and any one or more Borrowers (or their Affiliates), other fees and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecuredcharges.
Appears in 1 contract
Secured Obligations. The Deeds This Deed of Trust Trust, and the lien created hereby, is made for the purpose of securing the following obligations (collectively, the “Secured Obligations”):
(a) the payment and performance by Trustor of all other Loan Documents which secure Borrowers’ indebtedness and other obligations under evidenced by that certain Promissory Note (Agency Loan Promissory Note Secured by Deed of Trust) (“Note”) dated of even date herewith, made by Trustor to the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secureorder of Beneficiary, in addition the original principal amount of Three Hundred Fifteen Thousand Dollars and No/100 Cents ($315,000.00), together with interest on such indebtedness according to all other indebtedness and obligations secured thereby, the terms of the Note;
(b) the payment and performance of all present indebtedness and future other obligations of Trustor to Beneficiary contained in (i) that certain Amended and Restated Affordable Housing Agreement executed by Beneficiary, the Anaheim Housing Authority (“Authority”), and Trustor, as Developer, dated as of September 30, 2008 (“AHA”), as amended by that certain First Amendment to Amended and Restated Affordable Housing Agreement by an among Beneficiary, Authority and Trustor, dated as of [ , 20 ] (“First Amendment”; and together with the AHA, the “Agreement”), and (ii) this Deed of Trust and the other documents executed pursuant to the Agreement, whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though said Agreement were fully incorporated in this Deed of Trust;
(c) the payment and performance of all indebtedness and other obligations of Trustor under that certain Regulatory Agreement executed by Trustor, Beneficiary, and Authority, dated as of July 12, 2009 and recorded against the Land in the Official Records of Orange County, California as Instrument No. 2009000389253 on July 21, 2009 (“Regulatory Agreement”);
(d) the payment and performance of all indebtedness and other obligations as the then record owner of the Land and the Improvements may undertake to pay and perform for the benefit of Beneficiary, or its successors or assigns, when such indebtedness and obligations are contained in a document which recites that the obligations thereunder are secured by this Deed of Borrowers under Trust;
(e) the payment by Trustor of all amounts advanced by or on behalf of Beneficiary or Trustee to improve, protect or preserve the Property or the security of this Modification AgreementDeed of Trust, with interest thereon as provided herein; and
(f) the Note, payment and any and performance of all amendments, modifications, extensions, renewals and/or and replacements of or for any of the foregoing (including, without limitation,
(i) amendments or modifications of the required principal payment dates or interest payment dates, or both, as the case may be, accelerating or deferring such interest payment dates in whole or in part, or
(ii) amendments, modifications, extensions or renewals at a different rate of this Modification Agreement interest), whether or the Note, regardless of whether not any such amendment, modification, extension, renewal or extension replacement is evidenced by a new or additional instrument, document promissory note or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecureddocument.
Appears in 1 contract
Samples: Affordable Housing Agreement
Secured Obligations. The Deeds of Trust and all other Loan Documents which secure Borrowers’ indebtedness and obligations under the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all present and future indebtedness and obligations of Borrowers under this Modification Agreement, the Amended and Restated Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Amended and Restated Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Amended and Restated Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Samples: Assumption and Modification Agreement (Cornerstone Core Properties REIT, Inc.)
Secured Obligations. The Deeds Agent is a “representative” of Trust the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Wisconsin Uniform Commercial Code. Each Class A Revolving Lender authorizes the Agent to enter into the Security Agreement and each other Credit Document pursuant to which a Credit Party grants, perfects or further assures the enforceability of a Lien in favor of the Agent and to take all action contemplated thereby. Each Class A Revolving Lender agrees that no Holder of Secured Obligations (other Loan Documents which secure Borrowers’ indebtedness and obligations under than the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan DocumentsAgent) shall securehave the right individually to seek to realize upon the security granted by the Security Agreement or any other Credit Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Security Agreement and each other Credit Document which grants, perfects or further assures the enforceability of a Lien from a Credit Party in addition to all other indebtedness and obligations secured therebyfavor of the Agent. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the payment Agent is hereby authorized, and performance hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) as permitted by, but only in accordance with, the terms of the applicable Credit Document; or (ii) if approved, authorized or ratified in writing by the Class A Required Revolving Lenders; provided, however, that any release of all present and future indebtedness and obligations or substantially all of Borrowers the Collateral shall require the prior written consent of all of the Class A Revolving Lenders. With respect to any Specified Sale permitted under this Modification Credit Agreement or the Security Agreement, the NoteLien held by the Agent on the assets subject to such Specified Sale shall be automatically released upon the consummation thereof; provided, however, that such automatic release shall not occur during the continuance of an Event of Default. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Credit Document (including a permitted transfer to a Subsidiary other than a Credit Party), or consented to in writing by the Class A Required Revolving Lenders, and any upon at least five Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and all amendments, modifications, renewals and/or extensions of this Modification Agreement or is hereby irrevocably authorized by the Note, regardless of whether any Class A Revolving Lenders to) execute such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each documents as may be necessary to evidence the release of the Borrowers acknowledges, agrees and reaffirms that each Liens granted to the Agent for the benefit of the Deeds Holders of Trust securesSecured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, in addition to all other indebtedness and obligations stated or specified therein to be secured therebyhowever, that (i) all indebtedness and obligations owing under the Loan AgreementAgent shall not be required to execute any such document on terms which, as amended hereby in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (and as other than the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under absence of Liens granted by the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their AffiliatesAgent), and (ivii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Credit Party or any Subsidiary thereof in respect of) all “Obligations,” as that term is defined in each interests retained by any Credit Party or any Subsidiary thereof, including (without limitation) the Net Cash Proceeds of the Deeds sale, all of Trustwhich shall continue to constitute part of the Collateral. The Deeds 69 Article 11 MISCELLANEOUS 71 11.1 Amendments, Waivers 71 11.2 Notices 72 11.3 No Waiver; Cumulative Remedies 73 11.4 Survival of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated Representations and Warranties 73 11.5 Payment of Expenses and Taxes 74 11.6 Successors and Assigns; Participations; Purchasing Lenders 74 11.7 Set-off 77 11.8 Confidentiality 78 11.9 Table of Contents and Section Headings 78 11.10 Counterparts 79 11.11 Severability 79 11.12 Integration 79 11.13 Governing Law 79 11.14 Government Approval 79 11.15 Consent to be unsecured.Jurisdiction and Venue 79 11.16 Acknowledgements 80 11.17 Waivers of Jury Trial 80 11.18 Limitation of Liability 80
Appears in 1 contract
Secured Obligations. The Deeds This Deed of Trust, and the lien created hereby, is made for the purpose of securing the following obligations (collectively, the ―Secured Obligations‖):
(a) the payment and performance by Trustor of all indebtedness and other obligations evidenced by that certain Authority Subordinate Loan Promissory Note Secured by Deed of Trust and all other Loan Documents which secure Borrowers’ indebtedness and obligations under (Phase B) (―Note‖) dated of even date herewith, made by Trustor to the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secureorder of Beneficiary, in addition the original principal amount of up to all other $5,600,000.00, together with interest on such indebtedness and obligations secured therebyaccording to the terms of the Note, as such Note may be amended from time to time;
(b) the payment and performance of all present indebtedness and future other obligations of Trustor to Beneficiary contained in (i) that certain Affordable Housing Agreement (―Original Agreement‖), dated as of March 18, 2008, among Beneficiary, Lincoln Anaheim I Housing Partners, L.P., a California limited partnership, and Trustor, (ii) that certain Implementation Agreement (Phase B) (―Phase B Implementation Agreement‖), dated as of December 16, 2008 among Beneficiary, the Anaheim Redevelopment Agency (―Agency‖), and Trustor, (iii) this Deed of Trust, and (iv) the other ―Transaction Documents‖ (as defined in the Note), whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though said agreements were fully incorporated in this Deed of Trust;
(c) the payment and performance of all indebtedness and other obligations as the then record owner of a ground leasehold estate in and to the Land and the Improvements may undertake to pay and perform for the benefit of Beneficiary, or its successors or assigns, when such indebtedness and obligations are contained in a document which recites that the obligations thereunder are secured by this Deed of Borrowers under Trust;
(d) the payment by Trustor of all amounts advanced by or on behalf of Beneficiary or Trustee to improve, protect or preserve the Property or the security of this Modification AgreementDeed of Trust, with interest thereon as provided herein; and
(e) the Note, payment and any and performance of all amendments, modifications, extensions, renewals and/or extensions and replacements of this Modification Agreement or the Note, regardless of whether for any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledgesforegoing (including, agrees and reaffirms that each without limitation, (i)amendments or modifications of the Deeds of Trust securesrequired principal payment dates or interest payment dates, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreementboth, as amended hereby (and as the same case may hereafter be further amended be, accelerating or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under deferring such interest payment dates in whole or in connection with any and all Swap Contracts between Xxxxx Fargo Bankpart, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.or
Appears in 1 contract
Samples: Implementation Agreement
Secured Obligations. The Deeds This Deed of Trust is executed and all other Loan Documents which delivered by the Mortgagor to secure Borrowers’ indebtedness and obligations under enforce the Loan Documents following (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured therebycollectively, the payment “Secured Obligations”):
(a) Payment of and performance of all present and future indebtedness amounts, liabilities and obligations at any time owing by the Mortgagor and/or the Parent solely with respect to any Preferred Stock owned or held by Mortgagee under the Secured Transaction Documents (including any accrued and unpaid dividends and any liquidated damages arising from any failure to convert the Preferred Stock to Common Stock pursuant to the terms thereof), whether now existing or hereafter arising and in aggregate amount secured hereby not to exceed, at any time of Borrowers under this Modification Agreementdetermination, the NoteStated Value with respect to the Preferred Stock then owned or held by the Mortgagee.
(b) Any sums which may be advanced or paid by the Mortgagee under the terms hereof or of the Series E Certificate of Designation or any other Secured Transaction Document on account of the failure of the Mortgagor or the Parent to comply with the covenants of the Mortgagor or the Parent contained herein, and in the Series E Certificate of Designation or any other Secured Transaction Document and all amendmentsother obligations, liabilities and indebtedness of the Mortgagor and the Parent arising pursuant to the provisions of this Deed of Trust or any Secured Transaction Document.
(c) Any and all renewals, modifications, renewals and/or substitutions, rearrangements or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledgesforegoing, agrees and reaffirms that each of the Deeds of Trust secures, whether in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under whole or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecuredpart.
Appears in 1 contract
Secured Obligations. (a) Without limiting any of the provisions thereof, the Security Instruments shall secure:
(i) The Deeds full and timely payment and performance of Trust all obligations of PhyCor and/or any or all of the Guarantors to Issuer under the Credit Documents, together with interest thereon, and any extensions, modifications and/or renewals thereof and any instruments or other obligations given in payment thereof;
(ii) The full and prompt payment of all other Loan Documents which secure Borrowers’ costs and expenses of whatever kind incident to the collection, enforcement or protection of the indebtedness and obligations under evidenced by the Loan Documents Credit Documents, the enforcement or protection of the security interest created by the Security Instruments or the exercise by Issuer of any rights or remedies of Issuer with respect to the indebtedness or obligations evidenced by the Credit Documents, including but not limited to reasonable attorneys' fees and court costs incurred by Issuer, all of which PhyCor and Guarantors agree to pay to Issuer upon demand; and
(but excluding those documents which expressly do not secure Borrowers’ indebtedness iii) The full and obligations under the Loan Documents) shall secure, in addition to prompt payment and performance of any and all other indebtedness and obligations secured therebyof PhyCor and/or any or all of Guarantors to Issuer, the payment and performance of all present and future indebtedness and if any, whether direct or contingent (including but not limited to obligations of Borrowers under this Modification Agreementincurred as endorser, the Noteguarantor or surety), however evidenced or denominated, and however and whenever incurred, including but not limited to indebtedness incurred pursuant to any present or future commitment of Issuer to PhyCor and/or any or all of Guarantors.
(b) All property, rights and all amendments, modifications, renewals and/or extensions interest of this Modification Agreement PhyCor or the Note, regardless any of whether Guarantors which now or hereafter serves as collateral security for any such amendment, modification, renewal indebtedness owed to Issuer by PhyCor or extension is evidenced by a new or additional instrument, document or agreement. Each any of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) Guarantors shall hereafter secure all indebtedness and obligations now or hereafter owing under by PhyCor or any of Guarantors to Issuer, whether now existing or hereafter arising, including but not limited to the Loan Agreementindebtedness evidenced by or arising from Standby Letters of Credit, as amended hereby including any renewals, extensions, replacements and modifications thereof.
(c) All of the foregoing indebtedness and other obligations are herein collectively referred to as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “"Secured Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured".
Appears in 1 contract
Secured Obligations. The Deeds This Deed of Trust is made for the purpose of securing the following obligations (the “Secured Obligations”) in any order of priority that Lender may choose:
(a) Payment of all obligations at any time owing under that certain Secured Promissory Note issued by Grantor, East West Secured Developments, LLC, an Arizona limited liability company, Xxxxx Xxxxxxxx, an individual, and all other Loan Documents which secure Borrowers’ indebtedness Xxxx Xxxxxxx, an individual (collectively, jointly and obligations under severally, the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness “Borrower”), as maker, and obligations under payable to the Loan Documents) shall secureorder of Lender, dated of even date herewith, in addition the stated principal amount of $3,670,000 to all other indebtedness and obligations secured thereby, the payment order of Lender (the “Note”).
(b) Payment and performance of all present and future indebtedness and obligations of Borrowers Grantor under this Modification AgreementDeed of Trust.
(c) Payment and performance of any obligations of Grantor under the Assignment of Rents and Leases and any other documents executed by Borrower or any guarantor in connection with the loan evidenced by the Note (collectively, the Note“Loan Documents”).
(d) Payment and performance of all future advances and other obligations that Borrower or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety, or guarantor) for the benefit of Lender, when a writing evidences the parties’ agreement that the advance or obligations be secured by this Deed of Trust.
(e) Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledgesSecured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, agrees and reaffirms that will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each of the Deeds Secured Obligations. These terms include any provisions in the Note which provide that the interest rate on one or more of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same Secured Obligations may hereafter be further amended or Loan No. WB13991 modified vary from time to time). In addition to any other debt or obligation secured hereby, (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds this Deed of Trust shall not also secure any Environmental Indemnityunpaid balances of advances heretofore and hereafter made with respect to the Property, for the Guarantypayment of taxes, assessments, insurance premiums or any other Loan Document that is expressly stated to be unsecuredcosts incurred for the protection of the Property.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, and Financing Statement (Medbox, Inc.)
Secured Obligations. The Deeds of Trust (1) All Secured Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all other Secured Obligations held by any Secured Claimholder shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and each Junior Subordinated Claimholder hereby waives (A) notice of acceptance, or proof of reliance, by any of the Secured Claimholders of this Agreement, and (B) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the Secured Obligations. Nothing contained in this Agreement shall preclude any of the Secured Claimholders from discontinuing the extension of credit to any Obligor (whether under the Secured Loan Documents or otherwise) or from taking (without notice to any Junior Subordinated Claimholder, any Obligor, or any other Person) any other action in respect of the Secured Obligations which secure Borrowers’ indebtedness and obligations such Secured Claimholder is otherwise entitled to take with respect to the Secured Obligations.
(2) If any Secured Agent or any other Secured Claimholder honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to any of the Secured Loan Documents, whether such Secured Agent or such Secured Claimholder has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the Junior Subordinated Loan Documents or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if such Secured Agent or such Secured Claimholder otherwise should exercise any of its contractual rights or remedies under the Secured Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness subject to the express terms and obligations conditions hereof), neither such Secured Agent nor any Secured Claimholder shall have any liability whatsoever to any Junior Subordinated Claimholder as a result of such action, omission, or exercise. Each Secured Agent will be entitled to manage and supervise its loans and extensions of credit under the Secured Loan Documents) shall secureDocuments as each Secured Agent may, in addition to all other indebtedness and obligations secured therebyits sole discretion, the payment and performance of all present and future indebtedness and obligations of Borrowers under this Modification Agreement, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreementdeem appropriate. Each of the Borrowers acknowledgesSecured Agent and each Secured Claimholder may, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness enter into agreements and settlements with Obligors as it may determine in its sole discretion without impairing any of the subordinations, priorities, rights or obligations owing of the parties under the Note (as the same may hereafter be further amended or modified from time to time)this Agreement, (iii) all indebtedness and obligations owing under or in connection with including, without limitation, releasing any Obligor. Each Junior Subordinated Claimholder waives any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and rights it may have to require any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, Secured Agent or any other Loan Document that is expressly stated Secured Claimholder to be unsecuredmarshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order.
Appears in 1 contract
Samples: Subordination Agreement (Nuverra Environmental Solutions, Inc.)
Secured Obligations. The Deeds This Deed of Trust, and the lien created hereby, is made for the purpose of securing the following obligations (collectively, the “Secured Obligations”):
(a) the payment and performance by Trustor of all indebtedness and other obligations evidenced by that certain Agency Loan Note, Promissory Note Secured by Deed of Trust and all other Loan Documents which secure Borrowers’ (“Note”) dated of even date herewith, made by Trustor to the order of Beneficiary, in the original principal amount of Five Hundred Twenty-Nine Thousand Four Hundred Twenty-Three Dollars ($530,000), together with interest on such indebtedness and obligations under costs of enforcement according to the Loan Documents terms of the Note;
(but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documentsb) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all present indebtedness and future each and every promise, agreement, covenant, and obligation of Trustor to Beneficiary contained in (i) that certain HOME Investment Partnership Affordable Housing Agreement (“Agreement”), dated as of , 20 , between Beneficiary and Trustor, (ii) that certain Regulatory Agreement with Right of First Refusal to Purchase Real Property dated concurrently herewith (“Regulatory Agreement”), by and between Beneficiary and Trustor and recorded against the Site in the Official Records of Orange County, and (iii) this Deed of Trust and the other “Project Documents” (as defined in the Agreement), whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though said Agreement, Regulatory Agreement, and Project Documents were fully incorporated in this Deed of Trust;
(c) the payment and performance of all indebtedness and other obligations of Beneficiary, or its successors or assigns, when such indebtedness and obligations are contained in a document which recites that the obligations thereunder are secured by this Deed of Borrowers under Trust;
(d) the payment by Trustor of all amounts advanced by or on behalf of Beneficiary or Trustee to improve, protect or preserve the Site or the security of this Modification AgreementDeed of Trust, with interest thereon as provided herein; and
(e) the Note, payment and any and performance of all amendments, modifications, extensions, renewals and/or extensions and replacements of this Modification Agreement or the Note, regardless of whether for any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledgesforegoing (including, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligationswithout limitation,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Samples: Affordable Housing Agreement
Secured Obligations. The Deeds This Security Instrument is made for the purpose of Trust securing the following obligations (the “Secured Obligations”) in any order of priority that Beneficiary may choose:
(a) Payment of all obligations at any time owing under that certain promissory note (the “Note”) as set forth in the Terms section above, and bearing interest and being payable as set forth therein, and maturing on the Maturity Date, and all other Loan Documents which secure Borrowers’ indebtedness modifications, increases, refinancings, renewals, rearrangements, reinstatements, enlargements and obligations under the Loan Documents extensions thereof (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documentsor of any promissory note or notes given in renewal, substitution or replacement thereof); and
(b) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment Payment and performance of all present and future indebtedness and obligations of Borrowers Grantor under a Loan Agreement of even date herewith by and between Grantor and Beneficiary (the “Loan Agreement”); and
(c) Payment and performance of all obligations of Grantor under this Modification Security Instrument; and
(d) Payment and performance of any obligations of Grantor under any Loan Documents (as defined in the Loan Agreement) which are executed by Grantor; and
(e) Payment and performance of all future advances and other obligations that Grantor or any successor in ownership of all or part of the Project may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when a writing evidences the parties’ agreement that the advance or obligation be secured by this Security Instrument; and
(f) Payment and performance of all modifications, amendments, extensions and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Project will be considered to have notice of, and will be bound by, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each terms of the Borrowers acknowledges, agrees Secured Obligations and reaffirms that each other agreement or instrument made or entered into in connection with each of the Deeds of Trust secures, Secured Obligations. These terms include any provisions in addition to all other indebtedness and obligations stated the Note or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as Agreement which provide that the same interest rate on one or more of the Secured Obligations may hereafter be further amended or Loan No. WB13991 modified vary from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Secured Obligations. The Deeds of Trust Borrower hereby agrees and confirms that on and after the Effective Date each Credit Document to which the Borrower is a party, including, as applicable, the Borrower Security Agreement, the Borrower Pledge Agreement and the Trademark Security Agreement, and all other Loan Documents which collateral encumbered thereby shall continue to secure Borrowers’ indebtedness and obligations under to the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured thereby, fullest extent possible the payment and performance of all present "Obligations" and future indebtedness "Secured Obligations" (as defined in each applicable Credit Document), including without limitation the payment and performance of all such "Secured Obligations" in respect of the Obligations of the Borrower now or hereafter existing under or in respect of this Agreement and the Loans. Without limiting the generality of the foregoing, the Borrower hereby acknowledges and confirms its understanding and intent that, upon the Effective Date and as a result thereof, the definition of "Obligations" contained in this Agreement includes the obligations of Borrowers the Borrower under the Loans, whether or not evidenced by a Note. The Borrower acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its respective obligations thereunder shall be valid and enforceable and shall not be impaired, limited or otherwise affected by the execution, delivery or effectiveness of this Modification Agreement or any future amendment or modification of this Agreement. The Borrower represents and warrants that all representations and warranties contained in each Credit Document to which it is a party, including the Borrower Security Agreement, the NoteBorrower Pledge Agreement and the Trademark Security Agreement, are true, correct and any complete in all material respects on and all amendmentsas of the Effective Date to the same extent as though made on and as of that date, modifications, renewals and/or extensions of this Modification Agreement or except to the Note, regardless of whether extent any such amendment, modification, renewal representation or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secureswarranty specifically relates to an earlier date, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.which case such
Appears in 1 contract
Secured Obligations. The Deeds Administrative Agent is a “representative” of Trust the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Delaware Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Security Agreement and all each other Loan Documents Document pursuant to which secure Borrowers’ indebtedness the Borrower or any Subsidiary grants, perfects or further assures the enforceability of a Lien in favor of the Administrative Agent and obligations under to take all action contemplated thereby. Subject to Section 11.1, each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by the Security Agreement or any other Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Security Agreement and each other Loan Document which grants, perfects or further assures the enforceability of a Lien from the Borrower or any Subsidiary in favor of the Administrative Agent. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as permitted by, but excluding those only in accordance with, the terms of the applicable Loan Document; or (ii) if approved, authorized or ratified in writing by the Required Lenders; provided, however, that any release of all or substantially all of the Collateral shall require the prior written consent of all of the Lenders. With respect to any sale permitted under Section 6.13, the Lien held by the Administrative Agent on the assets subject to such sale shall be automatically released upon the consummation thereof; provided, however, that such automatic release shall not occur during the continuance of a Default or Event of Default. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document (including a permitted transfer to a Subsidiary other than the Borrower or another Subsidiary), or consented to in writing by the Required Lenders (or if required under Section 8.3(iv), all Lenders), and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents which expressly do as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall securebe required to execute any such document on terms which, in addition the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than the absence of Liens granted by the Administrative Agent), and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary thereof in respect of) all other indebtedness interests retained by the Borrower or any Subsidiary thereof, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. The Borrower, on its behalf and obligations secured therebyon behalf of its Subsidiaries, and each Lender, on its behalf and on behalf of its affiliated Holders of Secured Obligations, agrees that the Administrative Agent may determine, in its sole discretion, to not perfect a Lien in an asset of the Borrower or any Subsidiary if the cost and expense associated with perfecting such Lien would be excessive in light of the value of such asset, or if such asset would not provide material credit support for the benefit of the Holders of Secured Obligations. Each Lender hereby irrevocably authorizes the Administrative Agent, at its option and in its sole discretion (without impairing any automatic or required release under any Loan Document), to (1) release any Liens granted to the Administrative Agent by the Borrower or any Subsidiary on any Collateral (i) upon the payment and performance satisfaction in full in cash of all present and future indebtedness and obligations of Borrowers under this Modification Agreement, a Loan made pursuant to the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and Secured Borrowing Option so long as the same may hereafter be further amended or Loan No. WB13991 modified from time Borrower remains in Borrowing Base compliance with respect to time)any other Loans made pursuant to the Secured Borrowing Option that remain outstanding, (ii) upon the termination of all indebtedness Commitments, payment and obligations owing under satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the Note (as cash collateralization of all Unliquidated Obligations in a manner reasonably satisfactory to the same may hereafter be further amended or modified from time to time)Administrative Agent, (iii) all indebtedness constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and obligations owing under the Administrative Agent may rely conclusively on any such certificate, without further inquiry), or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates)the Lenders pursuant to Article VII of this Agreement, and (iv2) take any actions deemed appropriate by it in connection with the grant by the Borrower or any Subsidiary of Liens of the type described in Section 6.16 (including without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the assets subject to such Liens). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrower or any Subsidiary in respect of) all “Obligations,” as that term is defined in each interests retained by the Borrower or any Subsidiary, including the proceeds of any sale, all of which shall continue to constitute part of the Deeds Collateral. Each Lender hereby appoints each other Lender as its agent for the purpose of Trust. The Deeds perfecting Liens, for the benefit of Trust shall not secure any Environmental Indemnitythe Administrative Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the Guaranty, Delaware Uniform Commercial Code or any other Loan Document that is expressly stated applicable law, can be perfected only by possession. Should any Lender (other than the Administrative Agent) lawfully obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to be unsecuredthe Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.
Appears in 1 contract
Samples: Credit Agreement (Proassurance Corp)
Secured Obligations. The Deeds Agent is a “representative” of Trust the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Wisconsin Uniform Commercial Code. Each Class A Revolving Lender authorizes the Agent to enter into the Security Agreement and each other Credit Document pursuant to which a Credit Party grants, perfects or further assures the enforceability of a Lien in favor of the Agent and to take all action contemplated thereby. Each Class A Revolving Lender agrees that no Holder of Secured Obligations (other Loan Documents which secure Borrowers’ indebtedness and obligations under than the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan DocumentsAgent) shall securehave the right individually to seek to realize upon the security granted by the Security Agreement or any other Credit Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Security Agreement and each other Credit Document which grants, perfects or further assures the enforceability of a Lien from a Credit Party in addition to all other indebtedness and obligations secured therebyfavor of the Agent. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the payment Agent is hereby authorized, and performance hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) as permitted by, but only in accordance with, the terms of the applicable Credit Document; or (ii) if approved, authorized or ratified in writing by the Class A Required Revolving Lenders; provided, however, that any release of all present and future indebtedness and obligations or substantially all of Borrowers the Collateral shall require the prior written consent of all of the Class A Revolving Lenders. With respect to any Specified Sale permitted under this Modification Credit Agreement or the Security Agreement, the NoteLien held by the Agent on the assets subject to such Specified Sale shall be automatically released upon the consummation thereof; provided, however, that such automatic release shall not occur during the continuance of an Event of Default. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Credit Document (including a permitted transfer to a Subsidiary other than a Credit Party), or consented to in writing by the Class A Required Revolving Lenders, and any upon at least five Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and all amendments, modifications, renewals and/or extensions of this Modification Agreement or is hereby irrevocably authorized by the Note, regardless of whether any Class A Revolving Lenders to) execute such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each documents as may be necessary to evidence the release of the Borrowers acknowledges, agrees and reaffirms that each Liens granted to the Agent for the benefit of the Deeds Holders of Trust securesSecured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, in addition to all other indebtedness and obligations stated or specified therein to be secured therebyhowever, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than the absence of Liens granted by the Agent), and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Credit Party or any Subsidiary thereof in respect of) all indebtedness interests retained by any Credit Party or any Subsidiary thereof, including (without limitation) the Net Cash Proceeds of the sale, all of which shall continue to constitute part of the Collateral. The Borrower, on its behalf and obligations owing on behalf of its Subsidiaries, and each Class A Revolving Lender, on its behalf and on behalf of its affiliated Holders of Secured Obligations, agrees that the Agent may determine, in its sole discretion, to not perfect a Lien in an asset of any Credit Party if the cost and expense associated with perfecting such Lien would be excessive in light of the value of such asset, or if such asset would not provide material credit support for the benefit of the Holders of Secured Obligations. Each Class A Revolving Lender hereby irrevocably authorizes the Agent, at its option and in its sole discretion (without impairing any automatic or required release under any Credit Document), to (1) release any Liens granted to the Loan AgreementAgent by the Credit Parties on any Collateral (i) upon the termination of all Class A Revolving Commitments, as amended hereby payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and as the same may hereafter be further amended or Loan No. WB13991 modified from time cash collateralization of all Unliquidated Obligations in a manner reasonably satisfactory to time)the Agent, (ii) all indebtedness constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with the terms of this Credit Agreement (and obligations owing under the Note (as the same Agent may hereafter be rely conclusively on any such certificate, without further amended or modified from time to timeinquiry), (iii) all indebtedness and obligations owing constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Credit Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates)the Lenders pursuant to Article 9 of this Credit Agreement, and (iv2) take any actions deemed appropriate by it in connection with the grant by any Credit Party or any Subsidiary of Liens of the type described in Section 8.2 (including without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all “Obligations,” as that term is defined in each interests retained by the Credit Parties, including the Net Cash Proceeds of any sale, all of which shall continue to constitute part of the Deeds Collateral. Each Class A Revolving Lender hereby appoints each other Class A Revolving Lender as its agent for the purpose of Trust. The Deeds perfecting Liens, for the benefit of Trust shall not secure any Environmental Indemnitythe Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the Guaranty, Wisconsin Uniform Commercial Code or any other Loan Document that is expressly stated applicable law, can be perfected only by possession. Should any Class A Revolving Lender (other than the Agent) lawfully obtain possession of any such Collateral, such Class A Revolving Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to be unsecuredthe Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.
Appears in 1 contract
Secured Obligations. The Deeds Property is granted and shall be held for the purpose of securing the following (the "Secured Obligations"):
(a) The payment of the indebtedness as evidenced in the Note;
(b) The performance and observance of all terms, covenants, conditions, and provisions to be performed or observed by the Borrower pursuant to the terms of:
(i) this Deed of Trust,
(ii) UCC-1 financing statements required to perfect the Lender's security interest in the Intangible Personalty and Fixtures as granted by this Deed of Trust (the "Financing Statement"),
(iii) the Certificate and Indemnity Regarding Hazardous Substances (the "Environmental Indemnity") of even date herewith relating to the Real Property executed by Trustor,
(iv) the Loan Agreement as such agreement relates to the loan evidenced by the Note and to the Property, and
(v) any and all pledge or other Loan Documents which secure Borrowers’ indebtedness security agreements, loan agreements, disbursement agreements, supplemental agreements, assignments (both present and obligations under collateral), and side letters related to the Loan Documents loan evidenced by the Note and to the Property, as the same may be amended, modified or supplemented from time to time (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured therebycollectively, the payment and performance "Related Agreements"). The Note, this Deed of all present and future indebtedness and obligations of Borrowers under this Modification Trust, Financing Statement, Environmental Indemnity, Related Agreements, Loan Agreement, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement other documents or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or instruments executed in connection with any and the foregoing to evidence or secure the Note shall be hereinafter collectively called the "Loan Documents".
(c) The payment of all Swap Contracts between Xxxxx Fargo Bank, National Association (sums expended or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of advanced by Lender pursuant to the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecuredterms hereof.
Appears in 1 contract
Secured Obligations. The Deeds Agent is a “representative” of Trust the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Wisconsin Uniform Commercial Code. Each Lender authorizes the Agent to enter into the Security Agreement and each other Credit Document pursuant to which a Credit Party grants, perfects or further assures the enforceability of a Lien in favor of the Agent and to take all action contemplated thereby. Each Lender agrees that no Holder of Secured Obligations (other Loan Documents which secure Borrowers’ indebtedness and obligations under than the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan DocumentsAgent) shall securehave the right individually to seek to realize upon the security granted by the Security Agreement or any other Credit Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Security Agreement and each other Credit Document which grants, perfects or further assures the enforceability of a Lien from a Credit Party in addition to all other indebtedness and obligations secured therebyfavor of the Agent. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the payment Agent is hereby authorized, and performance hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Agent, at its option and in its discretion, to (a) release any Lien granted to or held by the Agent upon any Collateral (i) as permitted by, but only in accordance with, the terms of the applicable Credit Document; or (ii) if approved, authorized or ratified in writing by the Required Lenders; provided, however, that any release of all present or substantially all of the Collateral shall require the prior written consent of all of the Lenders; and future indebtedness and obligations of Borrowers (b) release any Subsidiary as a Guarantor in accordance with Section 7.10. With respect to any Specified Sale permitted under this Modification Credit Agreement or the Security Agreement, the NoteLien held by the Agent on the assets subject to such Specified Sale shall be automatically released upon the consummation thereof; provided, however, that such automatic release shall not occur during the continuance of an Event of Default. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Credit Document (including a permitted transfer to a Subsidiary other than a Credit Party), or consented to in writing by the Required Lenders, and any upon at least five Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and all amendments, modifications, renewals and/or extensions of this Modification Agreement or is hereby irrevocably authorized by the Note, regardless of whether any Lenders to) execute such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each documents as may be necessary to evidence the release of the Borrowers acknowledges, agrees and reaffirms that each Liens granted to the Agent for the benefit of the Deeds Holders of Trust securesSecured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, in addition to all other indebtedness and obligations stated or specified therein to be secured therebyhowever, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than the absence of Liens granted by the Agent), and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Credit Party or any Subsidiary thereof in respect of) all indebtedness interests retained by any Credit Party or any Subsidiary thereof, including (without limitation) the net cash proceeds of the sale, all of which shall continue to constitute part of the Collateral. The Borrower, on its behalf and obligations owing on behalf of its Subsidiaries, and each Lender, on its behalf and on behalf of its affiliated Holders of Secured Obligations, agrees that the Agent may determine, in its sole discretion, to not perfect a Lien in an asset of any Credit Party if the cost and expense associated with perfecting such Lien would be excessive in light of the value of such asset, or if such asset would not provide material credit support for the benefit of the Holders of Secured Obligations. Each Lender hereby irrevocably authorizes the Agent, at its option and in its sole discretion (without impairing any automatic or required release under any Credit Document), to (1) release any Liens granted to the Loan AgreementAgent by the Credit Parties on any Collateral (i) upon the termination of all Commitments, as amended hereby payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and as the same may hereafter be further amended or Loan No. WB13991 modified from time cash collateralization if required by this Credit Agreement of all Unliquidated Obligations in a manner reasonably satisfactory to time)the Agent, (ii) all indebtedness constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with the terms of this Credit Agreement (and obligations owing under the Note (as the same Agent may hereafter be rely conclusively on any such certificate, without further amended or modified from time to timeinquiry), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Secured Obligations. The Deeds This Deed of Trust is made for the purpose of securing the following obligations (the "SECURED OBLIGATIONS") in any order of priority that Beneficiary may choose:
(a) Payment of all obligations at any time owing under a Promissory Note (the "NOTE") of even date herewith, payable by Trustor as maker in the stated principal amount of Ninety Million Dollars ($90,000,000.00) to the order of Beneficiary, which Note matures and all other Loan Documents which secure Borrowers’ indebtedness is due and obligations under the Loan Documents payable in full not later than July 1, 2009; and
(but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documentsb) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment Payment and performance of all present and future indebtedness and obligations of Borrowers Trustor under a Loan Agreement of even date herewith between Trustor, as borrower, and Beneficiary, as lender (the "LOAN AGREEMENT"); and
(c) Payment and performance of all obligations of Trustor under this Modification Deed of Trust; and
(d) Payment and performance of any obligations of Trustor under any Loan Documents (as defined in the Loan Agreement) which are executed by Trustor, including without limitation the Environmental Indemnity; and
(e) Payment and performance of all future advances and other obligations that Trustor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when a writing evidences the parties' agreement that the advance or obligation be secured by this Deed of Trust; and
(f) Payment and performance of all modifications, amendments, extensions and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each terms of the Borrowers acknowledges, agrees Secured Obligations and reaffirms that each other agreement or instrument made or entered into in connection with each of the Deeds of Trust secures, Secured Obligations. These terms include any provisions in addition to all other indebtedness and obligations stated the Note or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as Agreement which provide that the same interest rate on one or more of the Secured Obligations may hereafter be further amended or Loan No. WB13991 modified vary from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Fixture Filing and Financing Statement (Glimcher Realty Trust)
Secured Obligations. The Deeds Property is granted and shall be held for the purpose of securing the following (the "Secured Obligations"):
(a) The payment of the indebtedness as evidenced in the Note;
(b) The performance and observance of all terms, covenants, conditions, and provisions to be performed or observed by the Borrower pursuant to the terms of:
(i) this Deed of Trust,
(ii) UCC-1 financing statements required to perfect the Lender's security interest in the Intangible Personalty and Fixtures as granted by this Deed of Trust (the "Financing Statement"),
(iii) the Certificate and Indemnity Regarding Hazardous Substances (the "Environmental Indemnity") of even date herewith relating to the Real Property executed by Borrower,
(iv) the Loan Agreement as such agreement relates to the loan evidenced by the Note and to the Property, and
(v) any and all pledge or other Loan Documents which secure Borrowers’ indebtedness security agreements, loan agreements, disbursement agreements, supplemental agreements, assignments (both present and obligations under collateral), and side letters related to the Loan Documents loan evidenced by the Note and to the Property, as the same may be amended, modified or supplemented from time to time (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured therebycollectively, the payment and performance "Related Agreements"). The Note, this Deed of all present and future indebtedness and obligations of Borrowers under this Modification Trust, Financing Statement, Environmental Indemnity, Related Agreements, Loan Agreement, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement other documents or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or instruments executed in connection with any and the foregoing to evidence or secure the Note shall be hereinafter collectively called the "Loan Documents".
(c) The payment of all Swap Contracts between Xxxxx Fargo Bank, National Association (sums expended or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of advanced by Lender pursuant to the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecuredterms hereof.
Appears in 1 contract
Secured Obligations. The Deeds lien of Trust and all other Loan Documents which secure Borrowers’ indebtedness and obligations under the Loan Documents this Mortgage is given by Mortgagor as a first-priority (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documentssubject only to Permitted Encumbrances) shall secure, in addition to all other indebtedness and obligations secured thereby, mortgage lien securing the payment and performance of all present and future the following-described liabilities, indebtedness and obligations of Borrowers under this Modification Agreement, (hereinafter collectively referred to as the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each "Secured Obligations"):
(a) All Indebtedness of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing Loan Parties under the Credit Agreement and other Loan AgreementDocuments, as amended hereby including the Term Loans;
(and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), b) All Swap Agreement Obligations;
(iic) all indebtedness and obligations owing under the Note All Banking Services Obligations;
(as the same may hereafter be further amended or modified from time to time), d) All other "Obligations" (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each the Credit Agreement) and all other liabilities, obligations and indebtedness of the Deeds Loan Parties arising out of Trust. The Deeds or relating to the Credit Agreement, this Mortgage or any other of Trust shall not secure any Environmental Indemnitythe Loan Documents, including costs and expenses of collection and other amounts reimbursable under Section 9.03 of the Credit Agreement;
(e) Any sums which may be advanced or paid by Mortgagee under the terms of this Mortgage, the Guaranty, Credit Agreement or any other Loan Document that is expressly Document, on account of the default or failure of Mortgagor to comply with the covenants, agreements and obligations stated herein and therein, and any sums reasonably expended by Mortgagee in exercising or attempting to be unsecuredexercise any right or remedy granted or otherwise available to Mortgagee upon the occurrence of an Event of Default, together with interest on such sums at the Past Due Rate provided in the Credit Agreement; and
(f) Any and all renewals, extensions, modifications, supplements, replacements, rearrangements, restatements or changes in form of any of the foregoing.
Appears in 1 contract
Secured Obligations. The Deeds Without limiting any of Trust and all other Loan Documents which the provisions thereof, the Security Instruments (as defined in Section 2.3) shall secure Borrowers’ the following indebtedness and other obligations (the "Secured Obligations"):
(a) the full and timely payment of the indebtedness evidenced by the Note, together with interest thereon, and any extensions, modifications, consolidations or renewals thereof, and any notes given in payment thereof;
(b) the full and prompt performance of all of the obligations of Borrower to Lender under the Loan Documents (but excluding those documents as defined in Section 2.3) to which expressly do not secure Borrowers’ Borrower is a party;
(c) the full and prompt payment of all court costs and other costs and expenses of whatever kind incident to the collection of the indebtedness evidenced by the Note, the enforcement or protection of the security interests of the Security Instruments or the exercise of any rights or remedies of Lender with respect to the indebtedness evidenced by the Note, including without limitation the reasonable attorney and obligations under paralegal fees and costs incurred by Lender, all of which Borrower agrees to pay to Lender upon demand; and
(d) the Loan Documents) shall secure, in addition to full and prompt payment and performance of any and all other indebtedness and obligations secured thereby, the payment and performance of all present and future indebtedness and other obligations of Borrowers Borrower to Lender (other than obligations arising under this Modification Agreementthe Warrant), the Notedirect or contingent, however evidenced or denominated, and however and whenever incurred, including but not limited to indebtedness incurred pursuant to any present or future commitment of Lender to Borrower, together with interest thereon, and any and all amendmentsextensions, modifications, consolidations and/or renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) thereof and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined notes given in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecuredpayment thereof.
Appears in 1 contract
Secured Obligations. The Deeds Each of Trust the affirmative or negative covenants of Debtor and all Pledgor to the Pledgee contained in or derived from the Shareholders’ Agreement or any other Loan Documents which secure Borrowers’ indebtedness instrument that the Debtor and/or Pledgor could have accepted, or may execute or accept in the future to evidence such obligations, as well as each and every obligations that the Debtor and/or Pledgor may owe or undertake in the future, to the Pledgee as a consequence of the execution of the documents to be entered into under the Loan Documents (but excluding those documents which expressly do not secure BorrowersShareholders’ indebtedness and obligations under Agreement shall be hereinafter jointly referred to as the Loan Documents) “Secured Obligations”. The term “Secured Obligations” shall secure, in addition also refer to all other indebtedness and obligations secured thereby, the payment and performance of all present and future indebtedness and obligations of Borrowers under this Modification Agreement, the Note, and obligation to execute any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each , the obligation to perform any act under or on the occasion of the Borrowers acknowledges, agrees Shareholders Agreement and reaffirms that each of the Deeds of Trust secures, in addition obligation to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing pay any fine contemplated under the Loan Shareholders’ Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any amendments, exhibits, attachments, appendixes or any other Loan Document that supplementary documents thereto. Secured Obligations shall also refer to the obligation to pay Pledgee any indemnification and compensation to which Pledgee may be entitled under the Shareholders’ Agreement, [including but not limited to the obligation to pay a fine amounting to US$ The description of the Secured Obligations contained in Section One hereof is solely made for reference purposes, merely to place on record the tenor thereof in general, it being specifically pointed out that, to all legal and contractual effects, the accurate terms and conditions of the Secured Obligations set forth herein are those set forth and contemplated in the Shareholders’ Agreement. It is hereby expressly stated that in order to be unsecuredcomply with the provisions set forth in Article 3 sub-section 2 of Section 14 of the Ley de Prenda sin Desplazamiento (Chilean Pledge Without Conveyance Law) this Pledge Without Conveyance generally secures the fulfillment of all the obligations assumed by Debtor and Pledgor under the Shareholders’ Agreement.
Appears in 1 contract
Samples: Transaction Agreement (Corpbanca/Fi)
Secured Obligations. The Deeds This Deed of Trust is made for the purpose of securing the following obligations (the "SECURED OBLIGATIONS") in any order of priority that Beneficiary may choose:
(a) Payment of all obligations at any time owing under a Promissory Note (the "NOTE") of even date herewith, payable by Trustor as maker in the stated principal amount of Ninety Million Dollars ($90,000,000.00) to the order of Beneficiary, which Note matures and all other Loan Documents which secure Borrowers’ indebtedness is due and obligations under the Loan Documents payable in full not later than ____________, ______; and
(but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documentsb) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment Payment and performance of all present and future indebtedness and obligations of Borrowers Trustor under a Loan Agreement of even date herewith between Trustor, as borrower, and Beneficiary, as lender (the "LOAN AGREEMENT"); and
(c) Payment and performance of all obligations of Trustor under this Modification Deed of Trust; and
(d) Payment and performance of any obligations of Trustor under any Loan Documents (as defined in the Loan Agreement) which are executed by Trustor, including without limitation the Environmental Indemnity; and
(e) Payment and performance of all future advances and other obligations that Trustor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when a writing evidences the parties' agreement that the advance or obligation be secured by this Deed of Trust; and
(f) Payment and performance of all modifications, amendments, extensions and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each terms of the Borrowers acknowledges, agrees Secured Obligations and reaffirms that each other agreement or instrument made or entered into in connection with each of the Deeds of Trust secures, Secured Obligations. These terms include any provisions in addition to all other indebtedness and obligations stated the Note or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as Agreement which provide that the same interest rate on one or more of the Secured Obligations may hereafter be further amended or Loan No. WB13991 modified vary from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Fixture Filing and Financing Statement (Glimcher Realty Trust)
Secured Obligations. The Deeds This Deed of Trust, and the lien created hereby, is made for the purpose of securing the following obligations (collectively, the ―Secured Obligations‖):
(a) the payment and performance by Trustor of all indebtedness and other obligations evidenced by that certain Authority Subordinate Loan Promissory Note Secured by Deed of Trust and all other Loan Documents which secure Borrowers’ indebtedness and obligations under (Phase A) (―Note‖) dated of even date herewith, made by Trustor to the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secureorder of Beneficiary, in addition the original principal amount of up to all other $5,600,000.00, together with interest on such indebtedness and obligations secured therebyaccording to the terms of the Note, as such Note may be amended from time to time;
(b) the payment and performance of all present indebtedness and future other obligations of Trustor to Beneficiary contained in (i) that certain Affordable Housing Agreement (―Original Agreement‖), dated as of March 18, 2008, among Beneficiary, Lincoln Anaheim II Housing Partners, L.P., a California limited partnership, and Trustor, (ii) that certain Implementation Agreement (Phase A) (―Phase A Implementation Agreement‖), dated as of December 16, 2008 among Beneficiary, the Anaheim Redevelopment Agency (―Agency‖), and Trustor, (iii) this Deed of Trust, and (iv) the other ―Transaction Documents‖ (as defined in the Note), whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though said agreements were fully incorporated in this Deed of Trust;
(c) the payment and performance of all indebtedness and other obligations as the then record owner of a ground leasehold estate in and to the Land and the Improvements may undertake to pay and perform for the benefit of Beneficiary, or its successors or assigns, when such indebtedness and obligations are contained in a document which recites that the obligations thereunder are secured by this Deed of Borrowers under Trust;
(d) the payment by Trustor of all amounts advanced by or on behalf of Beneficiary or Trustee to improve, protect or preserve the Property or the security of this Modification AgreementDeed of Trust, with interest thereon as provided herein; and
(e) the Note, payment and any and performance of all amendments, modifications, extensions, renewals and/or extensions and replacements of this Modification Agreement or the Note, regardless of whether for any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledgesforegoing (including, agrees and reaffirms that each without limitation, (i)amendments or modifications of the Deeds of Trust securesrequired principal payment dates or interest payment dates, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreementboth, as amended hereby (and as the same case may hereafter be further amended be, accelerating or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under deferring such interest payment dates in whole or in connection with any and all Swap Contracts between Xxxxx Fargo Bankpart, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.or
Appears in 1 contract
Samples: Implementation Agreement
Secured Obligations. The Deeds This Deed of Trust is made for the purpose of securing the following obligations (the "SECURED OBLIGATIONS") in any order of priority that Beneficiary may choose:
(a) Payment of all obligations at any time owing under a Promissory Note (the "Note") of even date herewith, payable by Trustor as maker in the stated principal amount of Ninety Million Dollars ($90,000,000.00) to the order of Beneficiary, which Note matures and all other Loan Documents which secure Borrowers’ indebtedness is due and obligations under the Loan Documents payable in full not later than July 1, 2009; and
(but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documentsb) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment Payment and performance of all present and future indebtedness and obligations of Borrowers Trustor under a Loan Agreement of even date herewith between Trustor, as borrower, and Beneficiary, as lender (the "Loan Agreement"); and
(c) Payment and performance of all obligations of Trustor under this Modification Deed of Trust; and
(d) Payment and performance of any obligations of Trustor under any Loan Documents (as defined in the Loan Agreement) which are executed by Trustor, including without limitation the Environmental Indemnity; and
(e) Payment and performance of all future advances and other obligations that Trustor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when a writing evidences the parties' agreement that the advance or obligation be secured by this Deed of Trust; and
(f) Payment and performance of all modifications, amendments, extensions and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each terms of the Borrowers acknowledges, agrees Secured Obligations and reaffirms that each other agreement or instrument made or entered into in connection with each of the Deeds of Trust secures, Secured Obligations. These terms include any provisions in addition to all other indebtedness and obligations stated the Note or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as Agreement which provide that the same interest rate on one or more of the Secured Obligations may hereafter be further amended or Loan No. WB13991 modified vary from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligations,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, Fixture Filing and Financing Statement (Glimcher Realty Trust)
Secured Obligations. The Deeds This Deed of Trust Trust, and the lien created hereby, is made for the purpose of securing the following obligations (collectively, the “Secured Obligations”):
(a) the payment and performance by Trustor of all other Loan Documents which secure Borrowers’ indebtedness and other obligations under evidenced by that certain Promissory Note (“Note”) dated of even date herewith, made by Trustor to the order of Beneficiary, Authority Loan Documents in the original principal amount of Three Million Seven Hundred Fifty Thousand Dollars (but excluding those documents which expressly do not secure Borrowers’ $3,750,000), together with interest on such indebtedness and obligations under according to the Loan Documentsterms of the Note;
(b) shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all present indebtedness and future other obligations of Trustor to Beneficiary contained in (i) that certain Affordable Housing Agreement (“Agreement”), dated as of December 12, 2006, between Beneficiary and Trustor, and (ii) this Deed of Trust and the other documents executed pursuant to the Agreement, whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though said Agreement were fully incorporated in this Deed of Trust;
(c) the payment and performance of all indebtedness and other obligations as the then record owner of the Land and the Improvements may undertake to pay and perform for the benefit of Beneficiary, or its successors or assigns, when such indebtedness and obligations are contained in a document which recites that the obligations thereunder are secured by this Deed of Borrowers under Trust;
(d) the payment by Trustor of all amounts advanced by or on behalf of Beneficiary or Trustee to improve, protect or preserve the Property or the security of this Modification AgreementDeed of Trust, with interest thereon as provided herein; and
(e) the Note, payment and any and performance of all amendments, modifications, extensions, renewals and/or extensions and replacements of this Modification Agreement or the Note, regardless of whether for any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledgesforegoing (including, agrees and reaffirms that each of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates), and (iv) all “Obligationswithout limitation,” as that term is defined in each of the Deeds of Trust. The Deeds of Trust shall not secure any Environmental Indemnity, the Guaranty, or any other Loan Document that is expressly stated to be unsecured.
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Samples: Affordable Housing Agreement
Secured Obligations. The Deeds Agent is a “representative” of Trust the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Wisconsin Uniform Commercial Code. Each Lender authorizes the Agent to enter into the Security Agreement and each other Credit Document pursuant to which a Credit Party grants, perfects or further assures the enforceability of a Lien in favor of the Agent and to take all action contemplated thereby. Each Lender agrees that no Holder of Secured Obligations (other Loan Documents which secure Borrowers’ indebtedness and obligations under than the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan DocumentsAgent) shall securehave the right individually to seek to realize upon the security granted by the Security Agreement or any other Credit Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Security Agreement and each other Credit Document which grants, perfects or further assures the enforceability of a Lien from a Credit Party in addition to all other indebtedness and obligations secured therebyfavor of the Agent. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the payment Agent is hereby authorized, and performance hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Agent, at its option and in its discretion, to (a) release any Lien granted to or held by the Agent upon any Collateral (i) as permitted by, but only in accordance with, the terms of the applicable Credit Document; or (ii) if approved, authorized or ratified in writing by the Required Lenders; provided, however, that any release of all present or substantially all of the Collateral shall require the prior written consent of all of the Lenders; and future indebtedness and obligations of Borrowers (b) release any Subsidiary as a Guarantor in accordance with Section 7.10. With respect to any Specified Sale permitted under this Modification Credit Agreement or the Security Agreement, the NoteLien held by the Agent on the assets subject to such Specified Sale shall be automatically released upon the consummation thereof; provided, however, that such automatic release shall not occur during the continuance of an Event of Default. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Credit Document (including a permitted transfer to a Subsidiary other than a Credit Party), or consented to in writing by the Required Lenders, and any upon at least five Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and all amendments, modifications, renewals and/or extensions of this Modification Agreement or is hereby irrevocably authorized by the Note, regardless of whether any Lenders to) execute such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each documents as may be necessary to evidence the release of the Borrowers acknowledges, agrees and reaffirms that each Liens granted to the Agent for the benefit of the Deeds Holders of Trust securesSecured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, in addition to all other indebtedness and obligations stated or specified therein to be secured therebyhowever, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than the absence of Liens granted by the Agent), and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Credit Party or any Subsidiary thereof in respect of) all indebtedness interests retained by any Credit Party or any Subsidiary thereof, including (without limitation) the Net Cash Proceeds of the sale, all of which shall continue to constitute part of the Collateral. The Borrower, on its behalf and obligations owing on behalf of its Subsidiaries, and each Lender, on its behalf and on behalf of its affiliated Holders of Secured Obligations, agrees that the Agent may determine, in its sole discretion, to not perfect a Lien in an asset of any Credit Party if the cost and expense associated with perfecting such Lien would be excessive in light of the value of such asset, or if such asset would not provide material credit support for the benefit of the Holders of Secured Obligations. Each Lender hereby irrevocably authorizes the Agent, at its option and in its sole discretion (without impairing any automatic or required release under any Credit Document), to (1) release any Liens granted to the Loan AgreementAgent by the Credit Parties on any Collateral (i) upon the termination of all Commitments, as amended hereby payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and as the same may hereafter be further amended or Loan No. WB13991 modified from time cash collateralization of all Unliquidated Obligations in a manner reasonably satisfactory to time)the Agent, (ii) all indebtedness constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with the terms of this Credit Agreement (and obligations owing under the Note (as the same Agent may hereafter be rely conclusively on any such certificate, without further amended or modified from time to timeinquiry), (iii) all indebtedness and obligations owing constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Credit Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their Affiliates)the Lenders pursuant to Article 9 of this Credit Agreement, and (iv2) take any actions deemed appropriate by it in connection with the grant by any Credit Party or any Subsidiary of Liens of the type described in Section 8.2 (including without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all “Obligations,” as that term is defined in each interests retained by the Credit Parties, including the Net Cash Proceeds of any sale, all of which shall continue to constitute part of the Deeds Collateral. Each Lender hereby appoints each other Lender as its agent for the purpose of Trust. The Deeds perfecting Liens, for the benefit of Trust shall not secure any Environmental Indemnitythe Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the Guaranty, Wisconsin Uniform Commercial Code or any other Loan Document that is expressly stated applicable law, can be perfected only by possession. Should any Lender (other than the Agent) lawfully obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to be unsecuredthe Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.
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Secured Obligations. The Deeds of Trust and all other Loan Documents which secure Borrowers’ indebtedness and obligations under the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, in addition to all other indebtedness and obligations secured thereby, This Agreement secures the payment and performance of all present the “Pari Passu Lien Obligations” under and future indebtedness and obligations as defined in the Intercreditor Agreement (whether at the stated maturity, by acceleration or otherwise including the payment of Borrowers under this Modification Agreement, amounts that would become due but for the Note, and any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each operation of the Borrowers acknowledges, agrees and reaffirms that each automatic stay under Section 362(a) of the Deeds of Trust secures, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as amended hereby (and as the same may hereafter be further amended or Loan No. WB13991 modified from time to time), (ii) all indebtedness and obligations owing under the Note (as the same may hereafter be further amended or modified from time to time), (iii) all indebtedness and obligations owing under or in connection with any and all Swap Contracts between Xxxxx Fargo Bank, National Association (or its Affiliates and/or successors) and any one or more Borrowers (or their AffiliatesBankruptcy Code), and all amounts payable by the Pledgors to Collateral Agent pursuant to this Agreement and the Intercreditor Agreement (ivall such obligations, liabilities, sums and expenses set forth in this Section 3 being herein collectively called the “Secured Obligations”; provided, however, that Secured Obligations shall not include any Excluded Swap Obligations). For purposes of this Section 3, “Excluded Swap Obligations” means, with respect to any Guarantor, (x) as it relates to all or a portion of the Guarantee of such Guarantor, any Swap Obligation (as defined below) if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “Obligations,eligible contract participant” as that term is defined in each the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the Deeds grant by such Guarantor of Trust. The Deeds of Trust shall not secure a security interest, any Environmental IndemnitySwap Obligation if, and to the Guarantyextent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any other Loan Document that is expressly stated rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to be unsecured.constitute an “eligible contract participant” as defined in
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