Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents: (a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the Borrower; (b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Companies (for greater certainty, specifically including all shares and other equity interests held by each Company in any other Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders); (c) a first-ranking all-indebtedness mortgage from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property; (d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property; (e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis); (f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required; (g) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available; (h) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests; (i) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent; (j) assignments all policies of insurance in respect of the Companies (which requirement shall be satisfied if the Agent’s interest as first mortgagee and loss payee is recorded on such policies); and (k) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:Companies
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the Borrower;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Companies (for greater certainty, specifically including all shares and other equity interests held by each Company in any other Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders);
(c) a first-ranking all-indebtedness mortgage from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;; DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(g) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(h) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(i) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(j) assignments all policies of insurance in respect of the Companies (which requirement shall be satisfied if the Agent’s interest as first mortgagee and loss payee is recorded on such policies); and
(k) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
Security to be Provided by the. Companies The Borrower agrees to provide Companies
(or cause the Subsidiaries to providea) the security listed below as continuing security for the payment a Guarantee from each Secured Company in respect of the Obligationsall present and future, specifically including for greater certainty all direct and indirect, indebtedness and obligations of the Borrower Borrowers to the respective Lenders pursuant Agent and the Lenders, subject to or arising the following exceptions and limitations:
(i) the amount of each Guarantee shall be unlimited unless a limit is required under Applicable Law, in connection with Hedge Transactions which event the limit of such Guarantee shall be the highest amount permissible under Applicable Law; and
(ii) each Guarantee and all other Security provided by a U.S. Company shall expressly provide that the obligations of the Borrower Borrowers secured thereby do not include any obligations arising under or in respect connection with any Hedging Agreements to the extent that the granting of this Agreement such Guarantee or Security would be illegal pursuant to the Commodity Exchange Act (7 U.S.C. § 1 et, seq.) as amended from time to time and any successor statute or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the failure of such U.S. Company to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the other Loan Documents:
(a) unlimited Guarantees in regulations thereunder at the time such Guarantee or the grant of such Security becomes effective with respect of the Obligations from all present and future Subsidiaries of the Borrowerto such Hedging Agreement;
(b) a general security agreements agreement, debenture, movable hypothec or similar form of security from each Secured Company creating a First-Ranking Security Interest in respect of all of its present and future property, assets and undertaking of the Companies (for greater certaintyundertaking, specifically including all shares shares, partnership interests and other equity interests held by each such Secured Company in the capital of any other Secured Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered ;
(c) a debenture or collateral mortgage from each Secured Company creating a First-Ranking Security Interest in respect of all Owned Properties;
(d) to the Agent unless and until extent requested in writing by the Agent upon the instructions of the Required Lenders);
(c) , debentures, collateral mortgages or other forms of security required by the Agent in order to create a firstFirst-ranking all-indebtedness mortgage from the Borrower Ranking Security Interest in the principal amount respect of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Propertyany or all Material Leased Properties;
(e) to the Agent’s standard extent requested by the Agent upon the instructions of the Required Lenders, specific assignments by the Companies of all rights and benefits arising under any Material Agreement, accompanied by an agreement from the other contracting party thereto, in form of environmental questionnaire and indemnity agreement in respect of each Property (substance satisfactory to be provided with the Borrower Agent and the Guarantors on a joint and several basis)Lenders;
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(g) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(h) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonablyLenders, security agreements creating an assignment and First-Ranking Security Interest in respect of its rights to and interest in Intellectual Property of the Companies which the Required Lenders consider to be materialProperty, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments such assignment and security interestsinterest in any Intellectual Property considered by the Lenders to be material;
(ig) to the extent requested by the Agent upon the instructions assignments of the Required Lenders acting reasonably, assignments interest of bank accounts maintained by the Companies with financial institutions other than BMO, including deposit account control agreements each Secured Company in favour of the Agent;
(j) assignments all policies of insurance in respect of the Companies (held by it which requirement shall be satisfied if the Agent’s interest as first mortgagee and loss payee is recorded on such policies); and
(kh) such other security and further assurances as may be reasonably required by the Agent may reasonably require and the Lenders from time to time, not inconsistent with the provisions of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Tucows Inc /Pa/)
Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the Borrower;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Companies (for greater certainty, specifically including all shares and other equity interests held by each Company in any other Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders);
(c) a first-ranking all-indebtedness mortgage from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(g) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(h) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(i) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(j) assignments all policies of insurance in respect of the Companies (which requirement shall be satisfied if the Agent’s interest as first mortgagee and loss payee is recorded on such policies); and
(k) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Sources: Credit Agreement (Village Farms International, Inc.)
Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:Companies
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the BorrowerSecured Subsidiaries;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Secured Companies (for greater certainty, specifically including all shares and other equity interests held by each Secured Company in any other Company, provided that the certificates evidencing such shares and other equity interests interests, shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders), excluding non-transferable and non-assignable licenses and agreements;
(c) a firstcollateral mortgage or debenture creating a First-ranking all-indebtedness mortgage from Ranking Security Interest in respect of the Borrower Property in the a maximum principal amount of seventy million Canadian not less than Two Hundred Million Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property$200,000,000) as security for all Obligations;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(ge) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(hf) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, and to the extent assignable by law, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Secured Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(ig) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Secured Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(jh) assignments all policies of insurance in respect of the Secured Companies (which requirement shall be satisfied if the Agent’s 's interest as first mortgagee and loss payee is recorded on such policies);
(i) a pledge agreement from the Borrower creating a First-Ranking Security Interest in the Cash Collateral, together with a set off agreement in respect thereof; and
(kj) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the Borrower;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Companies (for greater certainty, specifically including all shares and other equity interests held by each Company in any other Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders);
(c) a first-ranking all-indebtedness mortgage from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(g) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(h) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(i) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(j) assignments all policies of insurance in respect of the Companies (which requirement shall be satisfied if the Agent’s 's interest as first mortgagee and loss payee is recorded on such policies);
(k) a specific pledge and delivery to the Agent of the Emerald Note, as contemplated by Section 9.01(p)(iii); and
(kl) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Sources: Credit Agreement (Village Farms International, Inc.)
Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the Borrower;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Companies (for greater certainty, specifically including all shares and other equity interests held by each Company in any other Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders);
(c) a first-ranking all-indebtedness mortgage from the Borrower in the principal amount of seventy million Canadian Fifty Million Dollars (CDN$70,000,000$50,000,000), which shall include a general assignment of rents, over the D3 Property;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s 's standard form of environmental questionnaire and indemnity agreement in respect of each the Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(fe) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(gf) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(hg) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(ih) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(i) a specific pledge of Cash Collateral as set out in Section 7.04 herein;
(j) assignments all policies of insurance in respect of the Companies (which requirement shall be satisfied if the Agent’s 's interest as first mortgagee and loss payee is recorded on such policies); and
(k) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Sources: Credit Agreement (Village Farms International, Inc.)
Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:Companies
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the BorrowerSecured Subsidiaries;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Secured Companies (for greater certainty, specifically including all shares and other equity interests held by each Secured Company in any other Company, provided that the certificates evidencing such shares and other equity interests interests, shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders), excluding non-transferable and non-assignable licenses and agreements;
(c) a firstcollateral mortgage or debenture creating a First-ranking all-indebtedness mortgage from Ranking Security Interest in respect of the Borrower Property in the a maximum principal amount of seventy million Canadian not less than Two Hundred Million Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property$200,000,000) as security for all Obligations;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(ge) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(hf) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, and to the extent assignable by law, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Secured Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(ig) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Secured Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(jh) assignments all policies of insurance in respect of the Secured Companies (which requirement shall be satisfied if the Agent’s 's interest as first mortgagee and loss payee is recorded on such policies); and
(k) such other security and further assurances as the Agent may reasonably require from time to time.
Appears in 1 contract
Security to be Provided by the. Companies The Borrower agrees to provide Companies
(or cause the a) Guarantees from all present and future Material Subsidiaries to provide) the security listed below as continuing security for the payment of the ObligationsBorrower in respect of all present and future, specifically including for greater certainty all direct and indirect, indebtedness and obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement Agent and the other Loan Documents:
(a) Lenders, each such Guarantee to be in an unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the Borroweramount except for any Guarantee provided by a Luxembourg Guarantor which shall be subject to Section 8.07 hereof;
(b) a general security agreements agreement (or equivalent) from each Company creating a First- Ranking Security Interest in respect of all of its present and future property, assets and undertaking, except as follows:
(i) each Luxembourg Guarantor shall provide (A) a pledge of all monies on deposit in its bank accounts; and (B) a pledge over receivables owed to such Luxembourg Guarantor; and
(ii) Merus Netherlands shall provide (A) a deed of non-possessory pledge over movables; and (B) a disclosed pledge over receivables, provided however that such disclosed pledge over receivables shall not be required unless and until Merus Netherlands has accounts receivable owing to it by account debtors other than Merus Luxco;
(c) to the extent required by the Required Lenders in their discretion from time to time, collateral mortgages or debentures or other forms of security from the Companies creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Companies (for greater certainty, specifically including all shares and other equity interests held by each Company in any other Company, provided that the certificates evidencing such shares and other equity interests shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders);
(c) a first-ranking all-indebtedness mortgage from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 PropertyOwned Properties;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested required by the Agent upon the instructions of the Required Lenders acting reasonablyin their discretion from time to time, debentures, collateral mortgages or other forms of security agreements from the Companies creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment respect of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(g) to the extent requested by the Agent upon the instructions of or all Leased Properties which the Required Lenders acting reasonably, reasonably consider to be material;
(e) a security agreements agreement from each Company creating a specific assignment and First-Ranking Security Interest in all or any respect of its equity investment held in each Subsidiary directly owned by such Company, and including for greater certainty a pledge by the Material Permits to the extent a security Borrower of its equity interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent availablein Merus Luxco;
(hf) to the extent requested if required by the Agent upon the instructions of the Required Lenders acting reasonablyin their discretion from time to time, a security agreements agreement creating an assignment and First-Ranking Security Interest in respect of its rights to and interest in any Intellectual Property of the Companies which the Required Lenders acting reasonably consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments assignment and security interestsinterest; and without limiting the generality of the foregoing such security shall be required in respect of all Intellectual Property in respect of the Key Products;
(ig) to the extent requested if required by the Agent upon the instructions of the Required Lenders acting reasonablyin their discretion from time to time, specific assignments of bank accounts maintained by the Companies with financial institutions of all rights and benefits arising under each Material Agreement, accompanied by an agreement from the other than BMOcontracting party thereto, including deposit account control agreements in favour form and substance satisfactory to the Agent and the Lenders; provided however that specific assignments shall not be required in respect of any of the AgentNovartis Agreements;
(jh) assignments of the interest of all Companies in all policies of insurance in respect of the Companies (which requirement shall be satisfied if the Agent’s 's interest as first mortgagee and loss payee is recorded on such policies); and
(ki) such other security and further assurances as the Agent may reasonably require from time to time, not inconsistent with the provisions of this Agreement.
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Security to be Provided by the. Companies The Borrower agrees to provide (or cause the Subsidiaries to provide) the security listed below as continuing security for the payment of the Obligations, specifically including for greater certainty all obligations of the Borrower to the respective Lenders pursuant to or arising in connection with Hedge Transactions and all other obligations of the Borrower arising under or in respect of this Agreement and the other Loan Documents:Companies
(a) unlimited Guarantees in respect of the Obligations from all present and future Subsidiaries of the BorrowerSecured Subsidiaries;
(b) general security agreements creating a First-Ranking Security Interest in respect of all present and future property, assets and undertaking of the Secured Companies (for greater certainty, specifically including all shares and other equity interests held by each Secured Company in any other Company, provided that the certificates evidencing such shares and other equity interests interests, shall not be required to be delivered to the Agent unless and until requested in writing by the Agent upon the instructions of the Required Lenders), excluding non-transferable and non-assignable licenses and agreements;
(c) a firstcollateral mortgage or debenture creating a First-ranking all-indebtedness mortgage from Ranking Security Interest in respect of the Borrower Property in the a maximum principal amount of seventy million Canadian not less than Two Hundred Million Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D3 Property$200,000,000) as security for all Obligations;
(d) a first-ranking all-indebtedness mortgage of leasehold interest from the Borrower in the principal amount of seventy million Canadian Dollars (CDN$70,000,000), which shall include a general assignment of rents, over the D2 Property;
(e) the Agent’s standard form of environmental questionnaire and indemnity agreement in respect of each Property (to be provided with the Borrower and the Guarantors on a joint and several basis);
(f) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Agreements, together with acknowledgements and consents from the other parties thereto; provided however that if the assignment of any Material Agreement as security requires the consent of the other contracting party thereto, the Borrower shall use reasonable commercial efforts to obtain such consent but if such consent is not provided the assignment of such Material Agreement as security shall not be required;
(ge) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, security agreements creating a specific assignment and First-Ranking Security Interest in all or any of the Material Permits to the extent a security interest may be obtained therein, together with acknowledgements and consents from the issuers thereof to the extent available;
(hf) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, and to the extent assignable by law, security agreements creating an assignment and First-Ranking Security Interest in respect of Intellectual Property of the Secured Companies which the Required Lenders consider to be material, together with any necessary consents from other Persons which may be required in connection with the granting of said assignments and security interests;
(ig) to the extent requested by the Agent upon the instructions of the Required Lenders acting reasonably, assignments of bank accounts maintained by the Secured Companies with financial institutions other than BMO, including deposit account control agreements in favour of the Agent;
(jh) assignments all policies of insurance in respect of the Secured Companies (which requirement shall be satisfied if the Agent’s 's interest as first mortgagee and loss payee is recorded on such policies); and
(ki) such other security and further assurances as the Agent may reasonably require from time to time.
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