Common use of Security for Secured Obligations Clause in Contracts

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Centrus Energy Corp), Pledge and Security Agreement (Centrus Energy Corp), Security Agreement (United States Enrichment Corp)

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Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of (i) in the case of Crawford, all the following liabilities and obligations Obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent Crawford under the Security Documents (as defined in Credit Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Credit Documents, including, without limitation, all principal of and interest on the Loans, all Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by each Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor reliefDebtor Relief Law, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of any Consolidated Entity to any Hedge Party under any Permitted Hedge Agreement, and all obligations any Consolidated Entity to any Cash Management Bank under any Cash Management Agreement, and (bii) in the case of each other Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Guaranty Agreement) in respect of the Obligations; and in each case under clause (i) or (ii) above, (x) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cy) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, in each case under clause (i) or (ii) above whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 3 contracts

Samples: Pledge and Security Agreement, Pledge and Security Agreement (Crawford & Co), Pledge and Security Agreement (Crawford & Co)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) in the case of the Borrower, all liabilities and obligations, including obligations owing to Obligations of the Collateral Agent Borrower under the Security Documents (as defined in Credit Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Credit Documents, including, without limitation, all principal of and interest on the Loans, all Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Hedge Party under any Permitted Hedge Agreement, and (b) in the case of each other Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Guaranty Agreement) in respect of the Obligations; and in each case under (a) and (b) above, (i) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, in each case under (a) and (b) above whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 3 contracts

Samples: Credit Agreement (Swisher Hygiene Inc.), Pledge and Security Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene Inc.)

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the PledgorPledgors: (a) all liabilities and obligations, including obligations owing to of the Collateral Agent Pledgors under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeFinancing Documents, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, (i) in the case of the Borrowers, all principal of and interest on the Loans, all reimbursement obligations in respect of Letters of Credit and all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit Agreement or any other Financing Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (ii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its respective Pledgor Guarantee; (b) all Swap Obligations of the Pledgors to extent such Swap Obligations are required or permitted under the Credit Agreement and are due and owing to any Secured Party; and (c) all Banking Services Obligations of the Pledgors; and in each case under (a), (b) and (c) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 3 contracts

Samples: Security Agreement (Usec Inc), Security Agreement (Usec Inc), Security Agreement (Usec Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter hereinafter incurred, created under, arising out of or arising and whether direct in connection with the Parent Guaranty, this Agreement or indirect, absolute or contingent, due or any of the other Credit Documents to become duewhich it is a party, including, without limitation, each Pledgor's liabilities and obligations as guarantor in respect of all principal of and interest on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations of the Borrower to any Lender under any Interest Rate Protection Agreement, all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by each Pledgor under Section 8.1 SECTION 13, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2SECTION 2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 2 contracts

Samples: Parent Pledge and Security Agreement (Petersen Holdings LLC), Parent Pledge and Security Agreement (Petersen Companies Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) in the case of the Borrower, all liabilities and obligations, including obligations owing to Obligations of the Collateral Agent Borrower under the Security Documents (as defined in Note Purchase Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Credit Documents, including, without limitation, all principal of and interest on the Notes, and all fees, expenses, indemnities and other amounts payable by the Borrower under the Note Purchase Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (b) in the case of each Pledgor other than the Borrower, if any, all of its liabilities and obligations as a Guarantor in respect of the Guaranteed Obligations (as defined in the Guaranty Agreement); and in each case under (a) and (b) above, (i) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Depomed Inc), Pledge and Security Agreement (Depomed Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter hereinafter incurred, created under, arising out of or arising and whether direct in connection with the Parent Guaranty, this Agreement or indirect, absolute or contingent, due or any of the other Credit Documents to become duewhich it is a party, including, without limitation, the Pledgor's liabilities and obligations as guarantor in respect of all principal of and interest on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations of the Borrower to any Lender under any Interest Rate Protection Agreement, all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by the Pledgor under Section 8.1 SECTION 13, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor described in this Section 2.2SECTION 2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Petersen Companies Inc), Parent Pledge and Security Agreement (Petersen Companies Inc)

Security for Secured Obligations. This Agreement and The security interest created hereby in the Collateral of Pledgor secure constitutes continuing collateral security for all of the full and prompt paymentfollowing (the "SECURED OBLIGATIONS"): (a) all obligations owing by Pledgor to Laurus under the Purchase Documents, at together with any time and document evidencing or related to any indebtedness or other obligations referred to in the immediately following clause (b), as each may be amended, restated, modified and/or supplemented from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (ab) all other indebtedness, obligations and liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant or any of its Subsidiaries to Laurus (including, without limitation, indebtedness incurred in connection with the Purchaser Notes, the 2004 Purchaser Notes and under the GuaranteePurchase Order Agreement), whether such liabilities and obligations are now existing or hereafter incurredarising, created or arising and whether direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to become dueor evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Secured Obligations, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor or any of its Subsidiaries under Title 11, United States Code, including, without limitation, interest accruing after obligatxxxx xx xxxxxxxxxxxx xx the filing Pledgor or any of a its Subsidiaries for post-petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcyinterest, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event charges that Rule 3-16 of Regulation S-X under the Securities Act requires would have accrued or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due been added to the fact that Indebtedness but for the commencement of such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicablecase).

Appears in 1 contract

Samples: Agreement (Tidel Technologies Inc)

Security for Secured Obligations. This Pledge Agreement and the Pledged Collateral secure the prompt payment, in full when due, whether at stated maturity, by acceleration or otherwise, and performance of Pledgor secure (i) the full and prompt payment, at any time and from time to time as and payment when due (whether at the stated maturity, by acceleration or otherwise), ) of all the following liabilities and obligations of the Pledgor: Obligations (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations thatObligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), indebtedness and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action) of such Pledgor owing to the Creditors, now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and each Loan Document to which such Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such obligations, indebtedness and liabilities under the Guaranty Agreement) and the due performance and compliance by such Pledgor with the terms, conditions and agreements of the Credit Agreement and each such Loan Document (all such obligations, indebtedness and liabilities under this clause (i), being herein collectively called the "Obligations"); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), indebtedness and liabilities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action) of such Pledgor owing to the Swap Providers, now existing or hereafter incurred under, arising out of or in connection with each Hedging Transaction (including any buy back, reversal, termination or assignment of any Hedging Transaction, any renewal, extension, modification of any Hedging Transaction and any substitution for any Hedging Transaction), whether such Hedging Transaction is now in existence or hereafter arising, and the due performance and compliance by such Pledgor with all of the terms, conditions and agreements contained in each such Hedging Transaction (all such obligations, indebtedness and liabilities under this clause (ii) being herein collectively called the "Hedging Obligations"); (iii) any and all sums advanced by the Canadian Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral, and (civ) all feesin the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of each Pledgor referred to in preceding clauses (i) or (ii) after an Event of Default (as defined in Section 9 hereof) shall have occurred and be continuing, the expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Canadian Collateral Agent of its rights hereunder, together with attorneys' fees actually incurred and court costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge Agreement (Ems Technologies Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the maximum liability of Pledgor for the Secured Obligations pursuant to the Guaranty and this Agreement shall be an amount equal to the amount of cash transferred or cash payment made pursuant to Section 4.10(b)(9) (A), (B) or (D) of the Indenture to acquire the Equity Interests of Pledgor, or any securities convertible into, or exchangeable for, such Equity Interests.

Appears in 1 contract

Samples: Subordination and Intercreditor Agreement (Centrus Energy Corp)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, this Security Agreement, or any of the other Credit Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of any Subsidiary Pledgor, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Security Agreement (Swisher Hygiene Inc.)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, this Agreement, any Pledgor Guaranty, any other guaranty or any of the other Loan Documents to which it is or hereafter becomes a party, and to which the Borrowers and the Lender are parties, including, without limitation (i) in the case of the Borrowers, all Obligations, including, without limitation, all principal of and interest on the Bridge Loans, all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrowers seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and to which the Borrowers and the Lender or affiliate of the Lender are parties, and (bii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its Pledgor Guaranty in respect of the Obligations; and in each case under (i) and (ii) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section SECTION 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section SECTION 2.2, collectively, the “Secured Obligations”"SECURED OBLIGATIONS"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Spanish Broadcasting System Finance Corp)

Security for Secured Obligations. This Agreement and the Pledged Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Borrower and the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Loan Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of the Pledgor, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by the Pledgor under Section 8.1 7.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge Agreement (Fountain Powerboat Industries Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all (i) in the following liabilities case of OCA and obligations of the Pledgor: other Borrowers, (ay) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueObligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by OCA or any other Borrower under the Credit Agreement, this Agreement, the Subsidiary Guaranty or any other Credit Document, and all liabilities and obligations of OCA under the Permitted Additional Note (including, in each case under this clause (y), interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer OCA or Pledgor any other Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (bz) all liabilities and obligations of OCA under any Hedge Agreement required or permitted under the Credit Agreement and to which OCA and any Lender are parties, and (ii) in the case of any Subsidiary of OCA, all of its liabilities and obligations (if any) as a Guarantor (as defined in the Subsidiary Guaranty) in respect of the Obligations; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 SECTION 11; and in each case under (i) and (ii) above, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor described in this Section 2.2SECTION 2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable."

Appears in 1 contract

Samples: Credit Agreement (Orthodontic Centers of America Inc /De/)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor each Loan Party secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following present and future liabilities and obligations of the Pledgor: (a) all liabilities such Loan Party, of every kind, nature or description, and obligations, including obligations owing whether or not now contemplated or related to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to Amended and under the GuaranteeRestated Note and Warrant Purchase Agreement, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become duedue to any and all Purchasers, and whether under, arising out of or in connection with the Amended and Restated Note and Warrant Purchase Agreement, the Notes, this Agreement, any other related security agreement, pledge, mortgage or guaranty or any other document to which it is or hereafter becomes a party or otherwise, including, without limitation (i) all present and future principal of and interest under any and all Notes and all present and future premiums, attorneys' fees and disbursements, court costs and other fees, expenses, indemnities and other amounts payable by the Loan Parties under the Amended and Restated Note and Warrant Purchase Agreement or any other Transaction Document (including without limitation, for the avoidance of doubt, all interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor a Loan Party seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, 11 U.S.C. Sections 101 et seq., as amended from time to time, and any successor statute (the Bankruptcy Code "BANKRUPTCY CODE") and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such case or proceeding), and (bii) all present and future liabilities and obligations of Parent pursuant to the Pledge Agreement; and in each case including, without limitation, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by Pledgor such Loan Party under Section 8.1 (Article 8. It is the liabilities and obligations intent of the Pledgor described parties hereto that (i) this Agreement shall constitute a continuing agreement as to any and all future, as well as existing transactions, between the Loan Parties, Patriot and Servicer under or in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing connection with the Securities Notes, and Exchange Commission of separate financial statements of any “affiliate” of (ii) the Pledgor due security interest provided for herein shall attach to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation Safter-X or such other law, rule or regulation, acquired as applicablewell as existing Collateral.

Appears in 1 contract

Samples: Security Agreement (Dover Saddlery Inc)

Security for Secured Obligations. This Agreement and Each of the Pledgors agrees that the -------------------------------- Collateral of pledged, assigned or delivered by such Pledgor hereunder shall secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the such Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, includingunder, arising out of or in connection with this Agreement, the Credit Agreement, the Subsidiary Guaranty, any of the other Credit Documents to which it is or hereafter becomes a party, any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and any Lender or Affiliate of any Lender are parties, or the ELLF Credit Agreement or any of the other Operative Agreements, including without limitationlimitation (i) in the case of the Borrower, all Obligations, including without limitation all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, including without limitation, limitation the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Lender or Affiliate of any Lender under any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and such Lender or Affiliate thereof are parties (bincluding any such Hedge Agreement with a party that subsequently ceases to be a Lender, which Hedge Agreement is entered into prior to the date such party ceases to be a Lender), (ii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Subsidiary Guaranty) in respect of the Guaranteed Obligations, (iii) in the case of the Borrower or any Guarantor Pledgor, all of its liabilities and obligations as a Tranche A Guarantor (as defined in Appendix A to the Participation Agreement) in respect of the Tranche A Obligations, (iv) in the case of the Borrower, all of its liabilities and obligations in respect of the Company Obligations and (v) in the case of the ELLF Lessee, all of its liabilities and obligations under the ELLF Lease; and in each case under clauses (i) through (v) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.-------------------

Appears in 1 contract

Samples: Credit Agreement (Us Oncology Inc)

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the such Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, all obligations in respect of overdrafts and related liabilities owed to the Agent or any of its Affiliates and arising from treasury, depository and cash management services in connection with any automated clearing house transfer of funds, and whether under, arising out of or in connection with the Credit Agreement, this Agreement, any Pledgor Guaranty, any other guaranty or any of the other Financing Documents to which it is or hereafter becomes a party, or any Derivative Obligation required or permitted under the Credit Agreement and to which the Borrower and any Secured Party are parties, including, without limitation (i) in the case of the Borrower, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Financing Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Secured Party under any Derivative Obligation required or permitted under the Credit Agreement and to which the Borrower and such Secured Party are parties, and (bii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its respective Pledgor Guaranty; and in each case under (i) and (ii) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Omnibus Pledge and Security Agreement (Water Pik Technologies Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Loan Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of the Parent, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Security Agreement (Fountain Powerboat Industries Inc)

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Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter hereinafter incurred, created under, arising out of or arising and whether direct in connection with the Credit Agreement, this Agreement or indirect, absolute or contingent, due or any of the other Credit Documents to become duewhich it is a party, including, without limitation, all Obligations of the Borrower for all principal of and interest on the Loans, all Reimbursement Obligations in respect of Letters of Credit, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), all obligations of the Borrower to any Lender (bor its Affiliate, as applicable) under any Hedge Agreement, all such liabilities and obligations Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by each Pledgor under Section 8.1 SECTION 13, in each case whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2SECTION 2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge Agreement (Ackerley Group Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, performance and observance at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the this Agreement, the Credit Agreement, the other Credit Documents to which it is or hereafter becomes a party, and/or any Rate Management Agreement to which the Pledgor and the Bank (or any of the Bank’s affiliates) are parties, including, without limitation: (a) all Obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Pledgor under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or the Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all obligations of the Pledgor to the Bank under any Rate Management Agreement to which the Pledgor and the Bank (or any of the Bank’s affiliates) are parties; (c) all obligations under or in connection with any deposit account, lockbox, overdraft protection, automated clearing house service, corporate, purchasing and other multi-card services, or other cash management service provided to the Borrower; (d) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due; and (ce) all fees, costs and expenses payable by the Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Security Agreement (Computer Software Innovations, Inc.)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to in the Collateral Agent case of each of the Borrowers under the Security Documents (as defined in the Indenture)Credit Agreement, all Obligations of the Pledgor as a Guarantor pursuant to and such Borrower under the Guarantee, whether such liabilities Credit Agreement and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become duethe other Credit Documents, including, without limitation, all principal of and interest on the Loans, all Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by such Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor such Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of any Borrower to any Hedge Party under any Permitted Hedge Agreement, and (b) in the case of each other Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Guaranty Agreement) in respect of the Obligations; and in each case under (a) and (b) above, (i) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 8.1, in each case under (a) and (b) above whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Jackson Hewitt Tax Service Inc)

Security for Secured Obligations. This Pledge Agreement and the Pledged Collateral secure the prompt payment, in full when due, whether at stated maturity, by acceleration or otherwise, and performance of Pledgor secure (i) the full and prompt payment, at any time and from time to time as and payment when due (whether at the stated maturity, by acceleration or otherwise), ) of all the following liabilities and obligations of the Pledgor: Obligations (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations thatObligations which, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due), indebtedness and liabilities (cincluding, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action) all feesof such Pledgor owing to the US Creditors, costs now existing or hereafter incurred under, arising out of or in connection with the US Credit Agreement and expenses payable by each Loan Document to which such Pledgor under Section 8.1 is a party (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In additionincluding, in the event case of each Pledgor that Rule 3-16 of Regulation S-X is a Subsidiary Loan Party, all such obligations, indebtedness and liabilities under the Securities Act requires or would require Subsidiary Guaranty Agreement) and the filing due performance and compliance by such Pledgor with the Securities terms, conditions and Exchange Commission of separate financial statements of any “affiliate” agreements of the Pledgor US Credit Agreement and each such Loan Document (all such obligations, indebtedness and liabilities under this clause (i), being herein collectively called the "US Obligations"); (ii) the full and prompt payment when due to (whether at the fact that such affiliate’s “securities” secure any Secured Obligationsstated maturity, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests by acceleration or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.otherwise) of all

Appears in 1 contract

Samples: Pledge Agreement (Ems Technologies Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, the Subsidiary Guaranty, or any of the other Credit Documents to which it is or hereafter becomes a party, including, without limitation, (i) in the case of the Borrower, all Obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance 8 9 laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Lender under any Hedge Agreement, and (bii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Subsidiary Guaranty) in respect of the Obligations; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section SECTION 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section SECTION 2.2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Lason Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor -------------------------------- secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Credit Agreement, this Agreement, any Subsidiary Guaranty or any of the other Credit Documents to which it is or hereafter becomes a party, or any Hedge Agreement to which the Borrower and any Lender are parties, including, without limitation, (i) in the case of the Borrower, all Obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to any Lender under any Hedge Agreement required or permitted under the Credit Agreement and to which the Borrower and such Lender are parties, and (bii) in the case of any Subsidiary Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Subsidiary Guaranty), if any, in respect of the Obligations; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 SECTION 7.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section SECTION 2.2, collectively, the "Secured Obligations"). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Security Agreement (Ackerley Group Inc)

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the PledgorPledgors: (a) all liabilities and obligations, including obligations owing to of the Collateral Agent Pledgors under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeFinancing Documents, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, (i) in the case of the Borrowers, all principal of and interest on the Loans, all reimbursement obligations in respect of Letters of Credit and all fees, expenses, indemnities and other amounts payable by the Borrowers under the Credit Agreement or any other Financing Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (ii) in the case of any Guarantor Pledgor, all of its liabilities and obligations as a Guarantor pursuant to its respective Pledgor Guaranty; (b) all Derivative Obligations of the Pledgors to extent such Derivative Obligations are required or permitted under the Credit Agreement and are due and owing to any Secured Party; and (c) all Banking Services Obligations of the Pledgors; and in each case under (a), (b) and (c) above, (A) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (cB) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Omnibus Pledge and Security Agreement (Usec Inc)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), ) of all the following liabilities and obligations of the Pledgor: (ai) all liabilities and obligationsSecured Obligations, including obligations owing to without limitation, (A) in the Collateral Agent case of Crawford, all Secured Obligations of Crawford under the Security Documents (as defined in Credit Agreement and the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become dueother Loan Documents, including, without limitation, all principal of and interest on the Loans, all Unreimbursed Amounts, all fees, expenses, indemnities and other amounts payable by each Borrower under the Credit Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor any Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor reliefDebtor Relief Law, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of any Consolidated Entity to any Hedge Bank under any Secured Hedge Agreement (bother than Excluded Swap Obligations), and all obligations of any Consolidated Entity to any Cash Management Bank under any Secured Cash Management Agreement, and (B) in the case of each other Pledgor, all of its liabilities and obligations as a Guarantor (as defined in the Guaranty Agreement) under the Guaranty Agreement and, with respect to all Secured Obligations, including without limitation the obligations described in the foregoing clauses (A) and (B) of this Section 2.2, (ii) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (ciii) all fees, costs and expenses payable by Pledgor the Pledgors under Section 8.1 (the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured Obligations”). In addition8.1, in the event that Rule 3-16 of Regulation S-X each case under the Securities Act requires or would require the filing in connection with the Securities foregoing whether now existing or hereafter created or arising and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor whether direct or indirect, absolute or contingent, due or to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicablebecome due.

Appears in 1 contract

Samples: Security and Pledge Agreement (Crawford & Co)

Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the each Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, under, arising out of or in connection with the Loan Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, or any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case of the Borrower, all obligations, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the Loan Agreement and to which the Borrower and the Bank are parties, and (bii) in the case of the Parent and Affiliate Guarantor, all of its liabilities and obligations under the Guaranty; and in each case under (i) and (ii) above, (a) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a3 62(a) of the Bankruptcy Code, would become due due, and (cb) all fees, costs and expenses payable by such Pledgor under Section 8.1 6.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Security Agreement (Fountain Powerboat Industries Inc)

Security for Secured Obligations. This Agreement The Security Interest created hereby secures the payment and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations performance of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeSecured Obligations, whether such liabilities and obligations are now existing or hereafter incurredarising hereafter. Without limiting the generality of the foregoing, created this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or arising and whether direct or indirectany of them, absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitationAgent, the Bankruptcy Code and Lender Group, the Bank Product Providers or any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations thatof them, but for the operation fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding. Further, the Security Interest created hereby encumbers each Grantor’s right, title, and interest in all Collateral, whether now owned by such Grantor or hereafter acquired, obtained, developed, or created by such Grantor and wherever located. Notwithstanding the foregoing or anything to the contrary in this Agreement, no Grantor shall be required under this Agreement or any other Loan Document (A) to perfect the Security Interests and/or Liens granted pursuant to this Agreement by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the automatic stay under Section 362(asecretary of state (or similar filing office) of the Bankruptcy Codejurisdiction of incorporation or formation of such Grantor, would become due (2) delivery to Agent to be held in its possession of all Collateral consisting of certificated securities, Chattel Paper, promissory notes or Instruments as required elsewhere herein, and (c3) all fees, costs and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations obtaining control agreements with respect to Securities Accounts or Deposit Accounts that constitute part of the Pledgor described Collateral other than Excluded Deposit Accounts, or (B) to complete any filings or take any other action with respect to the grant or perfection of the Security Interest in this Section 2.2, collectively, any jurisdiction outside of the “Secured Obligations”). In addition, United States or any State thereof; provided that any Inventory of the Loan Parties located in the event that Rule 3-16 of Regulation S-X under Netherlands shall not be eligible to be included in the Securities Act requires or would require Borrowing Base if the filing with relevant Grantors have not executed and delivered to Agent a pledge agreement governed by the Securities and Exchange Commission of separate financial statements of any “affiliate” laws of the Pledgor due Netherlands and in form and substance reasonably satisfactory to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicableAgent.

Appears in 1 contract

Samples: Guaranty and Security Agreement (INFINERA Corp)

Security for Secured Obligations. This Agreement and the Collateral of each Pledgor secure secures the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing such Pledgor to the Collateral Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the GuaranteeLenders, whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due, including, without limitation, all obligations in respect of overdrafts and related liabilities owed to the Collateral Agent or any of its Affiliates and arising from treasury, depository and cash management services in connection with any automated clearing house transfer of funds, under, arising out of or in connection with the Credit Agreement, this Agreement, or any of the other Loan Documents to which it is or hereafter becomes a party, including, without limitation in the case of Great Lakes, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by Great Lakes under the Credit Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Issuer or Pledgor Great Lakes seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), (b) and all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due due, and (c) all fees, costs and expenses payable by such Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor Pledgors described in this Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Great Lakes Aviation LTD)

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