Security and Undertakings Clause Samples
Security and Undertakings. 7.1. Without prejudice to clause 8 below, the repayment of the Company Secured Obligations shall be secured, inter alia, by the following security:
7.1.1. Guarantees (including, without limitation, the guarantees and the amended and restated guarantees executed by the Guarantors (other than by Gazit America) in connection with, or as a condition precedent under, the Amending Agreement, any guarantee to be executed by a Guarantor (other than by Gazit America) after the Amendment Closing Date pursuant to the provisions of any Finance Document (including pursuant to clause 1.1.173(d) hereof) and all acknowledgements and/or re-affirmations in respect of any of the foregoing and in respect of any other guarantees, whenever signed) signed and/or to be signed by the Guarantors (other than by Gazit America) in form reasonably acceptable to the Collateral Agent (the “Guarantees”) securing all present and future Secured Obligations unlimited in amount.
7.1.2. Pledge and security agreements, including, without limitation: (a) the pledge and security agreements and amended and restated pledge and security agreements executed by each Obligor, in connection with, or as a condition precedent under, the Amending Agreement and all acknowledgements and/or re-affirmations in respect thereof and in respect of any other pledges, whenever signed and/or to be signed by the Obligors in favor of the Collateral Agent; and (b) each: (i) amended and restated pledge and security agreement executed or to be executed by the US Guarantors creating a first priority perfected security interest in all the US Guarantors’ respective personal property, whether now existing or hereafter acquired, including, without limitation, the EOI Pledged Shares and other financial assets credited to the Securities Accounts to which a US Guarantor is an account holder, the Securities Accounts, the other collateral described therein and the proceeds of any of the foregoing; (ii) pledge and security agreement executed or to be executed by the Maple Ficus Guarantors creating a first priority perfected security interest in all of the Maple Ficus Guarantors’ respective personal property, whether now existing or hereafter acquired, including, without limitation, the EOI Pledged Shares held by any Maple Ficus Guarantor, all amounts standing to the credit of the Cash Collateral Accounts and the Cash Collateral Accounts to which any Maple Ficus Guarantor is an account holder (but, not including, in respect of Silver...
Security and Undertakings. (A) All the obligations of the Borrower in respect of the Loan shall at all times be unconditionally secured by securities required by the Lender, including the charge over all shares of An Qiao, FastWealth (Cayman) and Hope Spring and guarantee a guarantee to be given by the Guarantor in respect of the obligations of the Borrower under this Loan Agreement, and any other security as reasonably required by the Lender. The Parties acknowledge that the Share Charge (An Qiao), the Share Charge (FastWeatlh (Cayman)), the Share Charge (Hope Spring) and the Guarantee have been entered into as security on or about the date of the Amended and Restated Convertible Bond Instrument. The Parties hereby agree, and the Borrower undertakes that, as part of the security under this Loan Agreement, the Borrower will procure the Covenantors to enter into the Security Documents as soon as practicable, in any event no later than three months from the date of this Loan Agreement, or such other date as agreed in writing between the Parties.
Security and Undertakings a. The following security and undertakings (verklaringen) have been or will be provided to secure any and all present or future indebtedness of the Borrower to HBU on account of the Loan or on any other basis whatsoever (including indebtedness arising from derivative transactions), whether or not arising in the ordinary course of banking business: – First preferred mortgage on the vessel m.v. “Free Destiny”, registered under the flag of the ▇▇▇▇▇▇▇▇ Islands. IMO number ▇▇▇▇▇▇▇, call letters V7GD9. ▇▇▇▇▇▇ details are included in the mortgage deed. On this mortgage the laws of the ▇▇▇▇▇▇▇▇ Islands is applicable. – Second preferred mortgage on the vessel m.v. “Free Destiny”, registered under the flag of the ▇▇▇▇▇▇▇▇ Islands. IMO number ▇▇▇▇▇▇▇, call letters V7GD9. ▇▇▇▇▇▇ details are included in the mortgage deed. On this mortgage the laws of the ▇▇▇▇▇▇▇▇ Islands is applicable. – First preferred mortgage of USD 6,000,000 plus 40% for cost and interest on the m.v. “Free Envoy”, registered under the flag of the ▇▇▇▇▇▇▇▇ Islands. Official number 2161, call letters V7GR6. ▇▇▇▇▇▇ details are included in the mortgage deed. On this mortgage the laws of the ▇▇▇▇▇▇▇▇ Islands is applicable. – Second preferred mortgage on the m.v. “Free Envoy”, registered under the flag of the ▇▇▇▇▇▇▇▇ Islands. Official number 2161, call letters V7GR6. ▇▇▇▇▇▇ details are included in the mortgage deed. On this mortgage the laws of the ▇▇▇▇▇▇▇▇ Islands is applicable. – First preferred mortgage of USD 38,500,000 plus 40% for cost and interest on the m.v. “African Protea” t.b.r. “Free Knight”, registered under the flag of the Common wealth of the Bahamas. Official number ▇▇▇▇▇▇▇`, call letters VRCC3. ▇▇▇▇▇▇ details are included in the mortgage deed. On this mortgage the laws of the ▇▇▇▇▇▇▇▇ Islands is applicable. – Independent corporate guarantee of USD 34,600,000 plus costs and interest, from FreeSeas Inc, established in Majuro, ▇▇▇▇▇▇▇▇ Islands. – First pledge of rights and earnings under the time charter contracts in respect of the m.v. “Free Destiny”, m.v. “Free Envoy” and the m.v. “African Protea” t.b.r. “Free Knight”. – First pledge of rights under insurance policies covering at least Hull and Machinery, Protection & Indemnity (P&I) in respect of the m.v. “Free Destiny”, m.v. “Free Envoy” and the m.v. “African Protea” t.b.r. “Free Knight”.
b. To the extent the Borrower is not already obliged to do so on any other basis, the Borrower hereby further undertakes to provide HBU a right of p...
Security and Undertakings