Security for Notes. (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under (i) the proceeds from the sale of bonded indebtedness issued to refund outstanding Notes; and (ii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes. (b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of all other obligations of the City under this Agreement, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on the terms and conditions set forth therein, a lien on, pledge of and security interest in the Pledged Revenues; provided, however, that the lien on, pledge of and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement shall be subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the principal of and interest on Subordinate Xxxx Xxxxx and Separate Lien Obligations. The liens and security interests described in Section 2.11(a) and (b) are referred to collectively as the “Security.” (c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security. (d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. In the event Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien on and security interest in the Pledged Revenues. (e) The pecuniary obligations of the City under this Agreement are not payable from funds raised or to be raised from taxation.
Appears in 1 contract
Samples: Note Purchase Agreement
Security for Notes. This Agreement is made by the Company in favor of the Collateral Agent pursuant to the Securities Purchase Agreement dated February 11, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders obligations of the Commercial Paper Notes Company, in its capacity as Guarantor pursuant to Section 10 of the Securities Purchase Agreement, and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under
(i) the proceeds from the sale of bonded indebtedness issued to refund outstanding Notes; and
(ii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes.
(b) In addition, the City hereby pledges due performance of and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment compliance by the City Company with all the terms of and all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of all other obligations of the City under this Agreement, subject only Company to the provisions Holders under the Subsidiary Guaranty of the Ordinance permitting Company (the application thereof for purposes “Guaranty”) and on the terms and conditions set forth therein, a lien on, pledge of and security interest Securities Purchase Agreement (all the foregoing contained in the Pledged Revenues; provided, however, that the lien on, pledge of and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement shall be subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the principal of and interest on Subordinate Xxxx Xxxxx and Separate Lien Obligations. The liens and security interests described in Section 2.11(asubclauses (a) and (b) are hereinafter referred to collectively as the “Security.Secured Obligations”
). For the purposes hereof, the term “Holder” or “Holders” shall mean each Purchaser (c) The Bank acknowledges that the pecuniary obligations so long as it holds any of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or Notes) and any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security.
(d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations holder of the City under this Notes. The Purchasers have entered into a Collateral Agency Agreement dated as of February 11, 1997 with the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time in accordance with the Fee Letter. In provisions thereof, the event Chapter 1208, Texas Government Code is amended at any time while any obligations “Collateral Agency Agreement”) to act as their agent to take possession of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on and hold the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien Security on and security interest in the Pledged Revenuestheir behalf.
(e) The pecuniary obligations of the City under this Agreement are not payable from funds raised or to be raised from taxation.
Appears in 1 contract
Samples: Pledge Agreement (American Residential Investment Trust Inc)
Security for Notes. (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank underunder this Agreement and under any Related Document, the due and punctual observance and performance of all other obligations of the City under this Agreement and under the Related Documents, a lien on and security interest in the following:
(i) the proceeds from the sale of bonded indebtedness issued to refund outstanding Notes; and
(ii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes.
(b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of all other obligations of the City under this Agreement, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on the terms and conditions set forth therein, a lien on, pledge of and security interest in the Pledged Revenues; provided, however, that the lien on, pledge of and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement shall be subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the principal of and interest on Subordinate Xxxx Xxxxx and Separate Lien Obligations. The liens and security interests described in Section 2.11(a) and (b) are referred to collectively as the “Security.”
(c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security.
(d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. In the event Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien on and security interest in the Pledged Revenues.
(e) The pecuniary obligations of the City under this Agreement are not payable from funds raised or to be raised from taxation. (120) days and no less than ninety (90) days prior to the Stated Expiration Date (the “Deadline”), the City may request in writing to the Bank (each such request being irrevocable) an extension of the Stated Expiration Date. If the City shall make such a request prior to the Deadline, the Bank shall, within thirty (30) days of such request, notify the City in writing whether or not the Bank consents to such request and the terms and conditions upon which the Bank will consent to such request (including conditions relating to pricing and legal documentation). The Bank shall have no obligation whatsoever to consent to any request for an extension of the Stated Expiration Date, and any such extension shall be subject to approval by the Bank. If the Bank shall not notify the City of the Bank’s consent to such extension, the Bank shall be deemed to have rejected the City’s request for an extension. If the Bank (in its sole and absolute discretion) shall agree to extend the Stated Expiration Date, then the Bank and the City shall enter into an amendment of this Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement
Security for Notes. (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank underunder this Agreement and under any Related Document, the due and punctual observance and performance of all other obligations of the City under this Agreement and under the Related Documents, a lien on and security interest in the following:
(i) the proceeds from the sale of bonded indebtedness issued to refund outstanding Notes; and
(ii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes.
(b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of all other obligations of the City under this Agreement, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on the terms and conditions set forth therein, a lien on, pledge of and security interest in the Pledged Revenues; provided, however, that the lien on, pledge of and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement shall be subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the principal of and interest on Subordinate Xxxx Xxxxx and Separate Lien Obligations. The liens and security interests described in Section 2.11(a) and (b) are referred to collectively as the “Security.”
(c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security.
(d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. In the event Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien on and security interest in the Pledged Revenues.
(e) The pecuniary obligations of the City under this Agreement are not payable from funds raised or to be raised from taxation.
Appears in 1 contract
Samples: Note Purchase Agreement
Security for Notes. (a) The City hereby pledges and grants Notes will be entitled to the Bankbenefit of the Security Documents. The Company Obligations shall be secured by a perfected first priority security interest (subject only to the Permitted Liens, on an equal if and ratable basis to the extent the Permitted Liens are entitled to priority under applicable law, and to the requirements of the Intercreditor Agreement and the Collateral Agency Agreement) in substantially all of the assets of the Company and MFCC, whether now owned or hereafter acquired and wherever located, pursuant to the terms of the Security Documents, including a pledge by the Company of one hundred percent (100%) of the Capital Stock owned by the Company of each of its Subsidiaries, subject to limitations imposed by applicable law with respect to any particular Subsidiary, and to the receipt of consents (including lender consents) as may be required under other loan documents for any particular Subsidiary, provided that the Company shall have used its best efforts to obtain such consents, with the holders Company acknowledging that the pledge of (and subsequent enforcement of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under
(iinterest in) the proceeds from the sale stock of bonded indebtedness issued to refund outstanding Notes; and
(ii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes.
(b) Media requires no such consent. In addition, the City hereby pledges Company Obligations shall be secured by a first priority perfected pledge by the Company in favor of the Intercreditor Collateral Agent of its beneficial and grants to ownership interests in the BankSPV, on an equal for the benefit of the Holders, the Agent and ratable basis the Funding Banks, together with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment granting by the City Company of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of all other obligations of the City under this Agreement, subject only to the provisions of the Ordinance permitting the application thereof for purposes and on the terms and conditions set forth therein, a lien on, pledge of and first priority perfected security interest in favor of the Pledged RevenuesIntercreditor Collateral Agent, for the benefit of the Holders, the Agent and the Funding Banks, in any claims the Company may now or hereafter have against the SPV, pursuant to the SPV Pledge Agreement, provided that, notwithstanding any provision to the contrary contained herein or in any of the Note Documents, voting, disposition or other remedies may not be exercised against such pledge or security interest until such time as the loans under the Xxxxxxx Xxxxx Facility have been paid or have been declared to be due and payable prior to their scheduled maturity (which for clarity shall not include rapid amortization under the Xxxxxxx Xxxxx Facility). The Company Obligations shall also be guaranteed by the Guarantors pursuant to the terms of the Guaranties (subject, in the case of Media, to the terms of the Collateral Agency Agreement and, in the case of MFCC, to the terms of the Intercreditor Agreement); provided, however, that the lien onGuaranty with respect to Media shall provide that, pledge of and security interest in with the Pledged Revenues to secure payment prior written consent of the Notes Agent and other amounts payable under this Agreement the Holders, which consent shall not be conditioned on any requirement to repay Indebtedness, such Guaranty of Media shall be subordinate only to released upon any sale, transfer, public offering, merger, consolidation or other similar event involving the lien on and pledge change of at least 33% of the Pledged Revenues securing the payment legal and beneficial ownership of the principal of and interest on Subordinate Xxxx Xxxxx and Separate Lien Obligations. The liens and security interests described in Section 2.11(a) and (b) are referred to collectively as the “Security.”
(c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the SecurityMedia.
(d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication 3. Amendment of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. In the event Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien on and security interest in the Pledged Revenues.
(e) The pecuniary obligations of the City under this Agreement are not payable from funds raised or to be raised from taxation.Section 5.5
Appears in 1 contract
