Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents.
Appears in 2 contracts
Samples: Indenture (Essex Group Inc), Indenture (Superior Telecommunications Inc)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other indebtedness, liabilities and obligations of Borrower to Lender and any other indebtedness and liabilities of Borrower to Lender, whether under the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee Note or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunderotherwise, shall be secured by the Collateral, as provided by:
(a) a first priority security interest in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees pursuant to the terms of the Security Agreements;
(b) the Guaranty;
(c) a certain Amended and Restated Pledge Agreement of Guarantor in favor of Lender covering all shares of Brohm, Stibnite and Barrier;
(d) a certain First Mortgage, Assignment of Rents and Royalties, Security Agreement and Financing Statement executed by Stibnite and Barrier dated as of April 12, 1996 granting thereby to Lender a first priority mortgage lien on the real estate and all improvements thereon located at the Stibnite Mine, as amended by a certain First Amendment of even date herewith;
(e) a certain Mortgage-Collateral Documents Real Estate Mortgage executed by Brohm dated as of April 12, 1996 granting thereby to Lender a first priority mortgage lien on the real estate and all improvements thereon known as the Gilt Edge property of Brohm (including, without limitation, the provisions providing for foreclosure Anchor Hill Mine), as amended by a certain First Amendment of even date herewith;
(f) a certain Collateral Assignment and release Pledge Agreement executed by Dakota with respect to a certain $3,000,000 promissory note of Collateral) as the same may be USMX, Inc., a Delaware corporation in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers favor of Dakota and the Guarantors shall deliver to the Collateral Agent copies pledge of all shares of MXUS, S.A. de C.V., a Mexican corporation;
(g) a Mortgage and Pledge Agreement pledging Thunder Mountain (Valley County) contracts and rights described therein;
(h) an Intercreditor Agreement among Lender, N~X. Xxxxxxxxxx & Sons Limited and Dakota dated as of February 26, 1997, as amended by a certain First Amendment of even date herewith; and
(i) such other security documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be rnay he required by the provisions of the Collateral Documents Lender and necessary to assure and confirm to the Collateral Agent the security interest attach or perfect a Lien in the Collateral contemplated herebyitems covered by Subsections (a) through (h) above. All agreements and instruments described in this Section 7, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take together with any and all actions reasonably required other agreements and instruments now or hereafter securing the Note, are sometimes hereinafter referred to cause collectively as the Collateral Documents to create "Security Documents" and maintain, individually as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents"Security Document".
Appears in 2 contracts
Samples: Loan Agreement (Dakota Mining Corp), Loan Agreement (Dakota Mining Corp)
Security. The due A. Tenant shall, upon execution of this lease, deposit with Landlord the sum of Two Hundred Thousand ($200,00.00) security (“Security”) for the faithful performance and punctual observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of the principal of, premium, if anyrent and additional rent, and interest fails to cure the same within any applicable grace and/or notice periods, then, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains all or any portion of the Security Tenant shall immediately upon Landlord’s demand restore the amount so applied so that Landlord has on deposit the Senior Notes when full amount of Security. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be promptly returned to Tenant. In the event of a sale of the land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
B. In lieu of the cash security provided for above, Tenant may deliver to Landlord, an irrevocable, clean, commercial letter of credit in the amount of $200,000.00 DOLLARS and 00/100 (the “Letter”), issued by a bank which is authorized, or a bank that has a corresponding banking relationship with a bank which is authorized, by the State of New York to conduct banking business in New York State and is a member of the New York Clearing House Association, which shall permit Landlord (a) to draw thereon up to the full amount of the credit evidenced thereby in the event of any default by Tenant in the terms, provisions, covenants or conditions of this Lease beyond applicable grace, notice and/or cure periods or (b) to draw the full amount thereof to be held as cash security pursuant to Article 34 hereof if for any reason the Letter is not renewed within forty five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring forty five (45) days after the Expiration Date), (ii) expressly provide for the issuing bank to notify Landlord in writing not less than thirty (30) days prior to its expiration as to its renewal or non-renewal, as the same case may be, and (iii) if not so renewed each year (or later period of expiration) shall be due immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security). Not less than forty-five (45) days prior to the expiration date of each Letter (and payableevery renewal thereof), whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption Tenant shall deliver to Landlord a renewal or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of new Letter subject to all other obligations of the Issuers and conditions aforesaid. Failure by Tenant to comply with the Guarantors to the Holders provisions of Senior Notesthis Article beyond applicable grace, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, notice and/or cure periods shall be secured by the Collateral, deemed a material default hereunder entitling Landlord to exercise any and all remedies as provided in this Lease for default in the Collateral Documents payment of fixed rent and, to draw on the existing Letter up to its full amount. Provided Tenant is not then and has not been (during the first five (5) Lease Years of the term) in default hereunder and provided Tenant has a net operating income of at least $3,500,000 during the fifth Lease Year, (which shall be documented to Landlord’s reasonable satisfaction, including but not limited to delivery of a certified statement from a nationally recognized certified public accountant) then commencing on the Issuers and fifth anniversary of the applicable parties have entered into simultaneously with the execution Commencement Date of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitationLease, the provisions providing for foreclosure security shall be reduced by Eighty Nine Thousand Two Hundred Forty Seven Dollars ($89,247.00) to One Hundred Ten Thousand Seven Hundred and release of Collateral) as Fifty Three Dollars ($110,753.00), which amount shall remain the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations balance of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms term of the Collateral DocumentsLease.
Appears in 2 contracts
Samples: Office Lease, Office Lease Agreement (Neutral Tandem Inc)
Security. The due A. Subtenant has deposited with Sublandlord a letter of credit (the ”Letter”) in the amount of $175,000.00 (the “Security Amount”), complying with the requirements of Section 21(B) hereof, as security (“Security”) for the full and punctual performance by Subtenant of all of the terms of this Sublease. At the election of Sublandlord such Security shall be held by Sublandlord in the form of the Letter or as cash. If Subtenant defaults in the performance of any of the terms of this Sublease, including the payment of Rental, Sublandlord may use, apply or retain the principal ofwhole or any part of the Security so deposited to the extent required for the payment of any rent or for any sum which Sublandlord may expend or may be required to expend by reason of Subtenant's default in respect of any of the terms, premiumprovisions or conditions set forth in this Sublease or in the Prime Lease (to the extent incorporated herein), whether accruing before or after summary proceedings or other re-entry by Sublandlord. In the case of every such use, application or retention, Subtenant, on demand, shall cause the Letter or cash deposit, as the case may be, to be restored to the full Security Amount as provided in Section 21(B) below with respect to the Letter, and any failure by Subtenant to do so on demand shall constitute a default under this Sublease. If any bankruptcy, insolvency, reorganization or other creditor debtor proceedings shall be instituted by or against Subtenant, or its successors or assigns, any Security deposited with Sublandlord pursuant to this Section shall be deemed to be applied first to the payment of any rents and/or other charges due Sublandlord for all periods prior to the institution of such proceedings and the balance, if any, of such security deposited with Sublandlord may be retained by Sublandlord in partial liquidation of Sublandlord's damages. If Subtenant shall fully and interest on punctually comply with all of the Senior Notes when and terms of this Sublease, the Letter or cash deposit, as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereundercase may be, shall be secured returned to Subtenant after the termination of this Sublease and delivery of exclusive possession of the Sublease Premises to Sublandlord. In the event of a sale or lease of the Building, Sublandlord shall have the right to transfer the security to the vendee or lessee and Sublandlord shall upon such transfer be released by Subtenant from all liability for the return of such security and Subtenant agrees to look solely to the new landlord for the return of said security. The provisions of this Section shall apply to every transfer or assignment made of the security to a new landlord. Subtenant shall not assign or encumber or attempt to assign or encumber the money deposited herein as security and neither Sublandlord nor its successors or assigns shall be bound by any such attempt, assignment or encumbrance.
B. The Letter shall be an irrevocable, clean, unconditional and transferable commercial letter of credit, in the form of Exhibit D attached hereto and made a part hereof and issued by a reputable banking institution approved by Sublandlord in its sole, but reasonable judgment, which Letter shall permit Sublandlord (i) to draw thereon at a location in New York City or in New Jersey up to the full amount of the credit evidenced thereby for the payment of amounts due under the terms, provisions, covenants or conditions of this lease and (ii) to draw at a location in New York City or New Jersey or by facsimile, the full amount thereof to be held as cash security if for any reason the Letter is not renewed within forty-five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring sixty (60) days after the Expiration Date); (ii) expressly provide for the issuing bank to notify Sublandlord in writing not less than sixty (60) days prior to its expiration as to its renewal or non-renewal, as the case may be; (iii) be fully transferable by the Collateral, as provided beneficiary thereof to its successors and assigns; and (iv) be in form and substance reasonably approved by Sublandlord. The Letter shall expressly provide that the issuing bank shall pay to Sublandlord or its duly authorized representative an amount up to the face amount of the Letter upon presentation of the Letter and a sight draft in the Collateral Documents which amount to be drawn. Not less than forty-five (45) days prior to the Issuers expiration date of each Letter (and every renewal thereof), Subtenant shall deliver to Sublandlord a renewal or new Letter subject to all of the conditions aforesaid, all to the intent and purposes, that a Letter in the sum of not less than the Security Amount shall be in effect during the entire Term and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit failure of the Holders Letter to be timely renewed or replaced shall be a default by Subtenant hereunder notwithstanding that Sublandlord may be retaining such cash security. If Sublandlord applies or retains any portion or all of Senior Notes. Each Holder the proceeds of Senior Notesthe Letter, Subtenant shall restore the amount so applied or retained by its acceptance thereofcausing the bank issuing the Letter to issue an amendment thereto, consents and agrees or if no Letter was then outstanding by causing a new Letter to be issued so that, at all times, the amount of the Letter which may be drawn upon shall be at least equal to the terms Security Amount. If the financial institution which issued such Letter enters into any form of the Collateral Documents (regulatory or governmental receivership, conservatorship or other similar regulatory or governmental proceeding including, without limitation, any receivership or conservatorship initiated or commenced by or on behalf of the provisions providing Federal Deposit Insurance Corporation (FDIC), or is otherwise declared insolvent or downgraded by the FDIC or closed for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors any reason, Subtenant shall immediately deliver to the Collateral Agent copies Sublandlord a substitute letter of all documents executed pursuant credit from a financial institution acceptable to this Indenture Sublandlord, in its sole and the Collateral Documents and shall do or cause absolute discretion. Failure by Subtenant to be done all such acts and things as may be 71 necessary or proper, or as may be required by comply with the provisions of the Collateral Documents this Article shall be deemed a material default hereunder entitling Sublandlord to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take exercise any and all actions reasonably required remedies as provided in this Sublease for default in the payment of Rental and, to cause draw on the Collateral Documents existing Letter up to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsits full amount.
Appears in 2 contracts
Samples: Sublease Agreement (Enzon Pharmaceuticals Inc), Sublease Agreement (Enzon Pharmaceuticals Inc)
Security. The due Tenant shall deposit with Landlord, upon Xxxxxx’s execution of this Lease, the security deposit specified in Paragraph N of the Basic Lease Provisions (“Security Deposit”) with Landlord as security for the full and punctual faithful performance by Tenant of every term and covenant of this Lease. In the event Tenant defaults in the performance of any of its obligations hereunder, or otherwise breaches this Lease, Landlord may use, apply, or retain all or any portion of the Security Deposit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, cost, expense, loss or damage (including attorneys’ fees) which Landlord shall suffer or incur by reason thereof. If Landlord uses or applies all or any portion of the principal ofSecurity Deposit, premiumTenant shall, if any, and interest on within ten (10) days after written request therefore deposit monies with Landlord sufficient to restore the Senior Notes when and as Security Deposit to the same shall be due and payable, whether on an Interest Payment Date, at maturity, full amount required by acceleration, repurchase, redemption this Lease. Upon the expiration or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes earlier termination of this Lease and performance of all other of Tenant’s obligations hereunder, Landlord shall return the Security Deposit or any balance thereof to Tenant. Tenant shall not be entitled to any interest on the Security Deposit, and Landlord shall be entitled to commingle the Security Deposit with its general funds. No part of the Issuers and the Guarantors Security Deposit shall be considered to the Holders of Senior Notesbe held in trust, the Trustee to bear interest for its use, or the Collateral Agent to be a prepayment for any monies to be paid by Tenant under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsLease.
Appears in 2 contracts
Samples: Standard Office Lease (GRI BIO, Inc.), Office Lease (Vallon Pharmaceuticals, Inc.)
Security. The due Seller reserves, and punctual Buyer hereby grants to Seller, both a general security interest and a purchase money security interest in the Goods, all additions, attachments, accessions, parts, replacements, substitutions and renewals thereof, wherever situated, and the proceeds and products of all of the foregoing (the “Collateral”), to secure (i) with respect to the purchase money security interest, payment of any and all indebtedness and obligations of Buyer to Seller as to the principal of, premium, if anypurchase price of the Goods, and interest on (ii) with respect to the Senior Notes when general security interest, the obligations specified in the preceding clause (i) and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of Buyer herein. The parties intend the Issuers Agreement (as defined in paragraph 1) to constitute a security agreement under the Uniform Commercial Code. Until the full amount owed to Seller by Buyer is paid and the Guarantors to the Holders all of Senior NotesBuyer’s other performance obligations have been satisfied or waived in writing by Seller, the Trustee or Collateral shall remain at the Collateral Agent under this Indentureplace of initial delivery at Buyer’s facility following shipment from Seller’s facility, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereundershall not be relocated, shall be secured insured against all losses in an amount not less than the purchase price (with Seller as a named insured), shall be properly maintained, and shall be accessible at all reasonable times for inspection by Seller or Seller’s agents on the premises where the Collateral is located. Buyer shall reimburse Seller for all expenses, including reasonable attorney fees and legal expenses, incurred by Seller in seeking to collect any amounts owed to Seller from Buyer, in defending the priority of Seller’s security interests in the Collateral, as provided or in pursuing any of Seller’s rights or remedies hereunder. Buyer authorizes Seller to prepare and to file, any financing statement(s) (UCC- 1) or other documents evidencing Seller’s security interests in the Collateral Documents which (a “Financing Statement”) and, to the Issuers and the applicable parties have entered into simultaneously with the extent Buyer’s execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be any Financing Statement is required by the provisions any applicable jurisdiction, Buyer hereby grants Seller a limited power of the Collateral Documents attorney to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or execute any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and such Financing Statement on all the Collateral in accordance with the terms of the Collateral DocumentsBuyer’s behalf.
Appears in 2 contracts
Samples: General Terms and Conditions for Supply of Capital Equipment, General Terms and Conditions for Supply of Capital Equipment
Security. The due and punctual payment of Borrower’s obligation to pay the principal of, premium, if any, of and interest on the Senior Notes when Note and as any other amounts payable by the same shall be due and payableBorrower hereunder (the “Loan Obligations”) are special, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other limited obligations of the Issuers Borrower payable solely from the Net Revenues, the I-70 MEXL Revenue Account and the Guarantors I-70 MEXL Operating Account, and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the payment of the Loan Obligations: (a) the Net Revenues, (b) all Net Revenues (and the earnings thereon) on deposit in the I-70 MEXL Revenue Account; and (c) all amounts actually loaned by CDOT to the Holders of Senior NotesBorrower pursuant to the Intra-Agency Agreement, including all moneys on deposit in the I-70 MEXL Operating Account (collectively, the Trustee or “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral Agent under this Indentureshall immediately be subject to the lien of such pledge without any physical delivery or other act, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, lien of such pledge shall be secured by valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Collateral, as provided in Borrower regardless of whether the Collateral Documents which the Issuers claiming party has notice of such lien and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Noteseven though it is not recorded or filed. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms The pledge of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture Section does not limit the Borrower’s rights to withdraw money from the I-70 MEXL Revenue Account or the I-70 MEXL Operating Account pay for all lawful expenses and obligations of the Collateral Documents and shall do Borrower related to the I-70 MEXL Project. Section 00-00-000 of the Supplemental Public Securities Act provides that a public entity, including the Borrower, may elect in an act of issuance to apply all or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by any of the provisions of the Collateral Documents Supplemental Public Securities Act. The Borrower hereby elects to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and apply all of the Senior Notes Supplemental Public Securities Act to this Agreement, the Loan and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsNote.
Appears in 2 contracts
Samples: Intra Agency Agreement, Loan Agreement
Security. The due and punctual payment 8.1 Landlord acknowledges receipt of the principal ofsum of Seventy One Thousand Six Hundred Twenty Five and 00/100 ($71,625.00) Dollars, premium, if any, which sum is equivalent to two (2) months of Basic Rental and interest on the Senior Notes when and Additional Rental as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders date of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture Lease, which shall be returned to Tenant, without interest, on the day set forth for the benefit expiration of the Holders term herein, provided, however, that Tenant has fully and faithfully carried out all of Senior Notesthe terms, covenants and conditions on its part to be performed, and which sum shall be held by Landlord as a security for the full and faithful of Tenant to so perform under the conditions and terms of this Lease. Each Holder Landlord shall have the right to require Tenant to increase the amount of Senior Notessaid security deposit to reflect the then current Basic Rental by written notice to Tenant. In addition, Landlord shall have the right to require Tenant to increase the amount of said security deposit, provide a completion bond or irrevocable letter of credit in form satisfactory to Landlord to financially secure Landlord against the faithful performance of Tenant's obligation to repair or restore the Premises at the termination of this Lease under Paragraph 12.2 hereunder, the amount of said increased security deposit, completion bond or irrevocable letter of credit to be determined by Landlord in its acceptance reasonable commercial judgment. Upon such written notice to Tenant, Tenant shall pay such additional security deposit, provide said completion bond or said irrevocable letter of credit within Thirty (30) days. Landlord may apply security deposit, or so much thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things so much thereof as may be 71 necessary necessary, towards the remedying of any damage or propercondition that is the responsibility of Tenant which an inspection shall disclose. Nothing hereinabove contained shall, in any way, limit the right of Landlord to recover against Tenant for any damage or as may be required by the provisions other condition arising out of the Collateral Documents failure of Tenant to assure and confirm so perform. In no event shall Tenant have the right to the Collateral Agent cause or direct Landlord to apply the security interest in deposit against any monthly rental installment, including the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentslast month's rental installment.
Appears in 2 contracts
Samples: Lease (Memry Corp), Lease (Memry Corp)
Security. The due and punctual payment Upon the termination of the principal of, premium, Guarantor's obligations under Section 3 or if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance excess of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured aggregate amount paid by the Collateral, as provided in Guarantor under Section 3 over the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution aggregate of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees any amounts reimbursed to it pursuant to the terms of the Collateral Documents Management Agreement equals not less than Fifty Million dollars (including$50,000,000), without limitation, HPT will return to the provisions providing for foreclosure Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs shall direct the Collateral Agent to enter into return any cash being held by it under the Collateral Documents Agency Agreement to the Guarantor. HPT shall be entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in a material way, their then equivalents in HPT's reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or (c) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to under this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral Guaranty in accordance with the terms hereof. HPT shall be entitled to apply any cash collateral held by it or the Collateral Agent to the overdue obligations of the Collateral DocumentsGuarantor hereunder in such order and at such times as HPT may determine in its sole judgment. Any cash collateral held by HPT shall not be commingled with its other funds, and shall be invested, at the Guarantor's risk, in interest bearing investments reasonably acceptable to the Guarantor. Any interest on such cash collateral, and any losses in such investments, shall belong to IHG.
Appears in 2 contracts
Samples: Guaranty Agreement (Hospitality Properties Trust), Purchase and Sale Agreement (Hospitality Properties Trust)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously Concurrently with the execution of this Indenture for Lease, Tenant shall deposit with Landlord a sum equal to twice the benefit Total Monthly Rent applicable during the first year of the Holders of Senior Notes. Each Holder of Senior NotesLease, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitationi.e., the provisions providing for foreclosure and release sum of Collateral) as $117,970.78 (the same may "Security Deposit"), which sum shall be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required retained by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Landlord as security for the obligations payment by Tenant of the Issuers hereunder, a valid rents herein agreed to be paid by Tenant and enforceable perfected priority Lien in and on all for the Collateral in accordance with faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the Collateral Documentsrents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.
Appears in 2 contracts
Security. The due and punctual payment of This Mortgage shall secure not only presently existing obligations under the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Deferral Agreement and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Fund Documents (including, without limitation, the provisions providing for foreclosure and release Guarantee), but also future financial accommodations that constitute Obligations under the Deferral Agreement (whether such accommodations are obligatory or are to be made at the option of Collateral) as Mortgagee, or otherwise), to the same may be in effect extent and with the same priority as if such future accommodations were made on the date of the execution of the Original Mortgage, and without regard as to whether or may be amended not there is any indebtedness outstanding at the effective date of this Mortgage or at the date any such accommodation is made. [IF IN A MORTGAGE TAX STATE OR A STATE WHERE IT IS CUSTOMARY TO INSERT A MULTIPLE OF THE INDEBTEDNESS AS THE MAXIMUM PRINCIPAL INDEBTEDNESS: Subject to the limitations upon the maximum amount secured hereby, this Mortgage secures all present and future Obligations under the Deferral Agreement, and all other sums from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver owing to the Collateral Agent copies of all documents executed pursuant Funds by Obligors and/or Mortgagor under the Fund Documents. Notwithstanding anything contained in this Mortgage to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as contrary, the maximum principal amount which may be 71 necessary or propersecured hereby at any one time is [ ] Dollars ($[ ]), plus interest thereon, and any disbursements made by Mortgagee for the payment of taxes, special assessments, or as may be required insurance on the Mortgaged Property, with interest on such disbursements; provided, however, that the foregoing limitation shall apply only to the maximum amount of the lien created by this Mortgage, and it shall not in any manner limit, affect or impair any grant of a security interest or other right in favor of Mortgagee or the Funds under the provisions of the Collateral Deferral Agreement or under any of the other Fund Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, at any time executed by the Collateral Documents Obligors or Mortgagor or any part thereofGuarantor.] [OR] [This Mortgage secures all present and future Obligations under the Deferral Agreement, as and all other sums from time to time constitutedowing to the Funds by Obligors and/or Mortgagor under the Fund Documents.] To the fullest extent permitted by applicable law, so the lien of this Mortgage, as to render all such sums so owed, shall have priority over all subsequent liens and encumbrances, including statutory liens (excepting solely taxes and assessments levied on the same available for the security and benefit of Mortgaged Property secured by this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsMortgage).
Appears in 2 contracts
Samples: Contribution Deferral Agreement, Contribution Deferral Agreement (YRC Worldwide Inc.)
Security. The due Tenant shall deposit with Landlord, upon Tenant’s execution of this Lease, the security deposit specified in Paragraph N of the Basic Lease Provisions (“Security Deposit”) with Landlord as security for the full and punctual faithful performance by Tenant of every term and covenant of this Lease. In the event Tenant defaults in the performance of any of its obligations hereunder, or otherwise breaches this Lease, Landlord may use, apply, or retain all or any portion of the Security Deposit for the payment of any amount due Landlord or to reimburse or compensate Landlord for any liability, cost, expense, loss or damage (including attorneys’ fees) which Landlord shall suffer or incur by reason thereof. If Landlord uses or applies all or any portion of the principal ofSecurity Deposit, premiumTenant shall, if any, and interest on within ten (10) days after written request therefore deposit monies with Landlord sufficient to restore the Senior Notes when and as Security Deposit to the same shall be due and payable, whether on an Interest Payment Date, at maturity, full amount required by acceleration, repurchase, redemption this Lease. Upon the expiration or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes earlier termination of this Lease and performance of all other of Tenant’s obligations hereunder, Landlord shall return the Security Deposit or any balance thereof to Tenant. Tenant shall not be entitled to any interest on the Security Deposit, and Landlord shall be entitled to commingle the Security Deposit with its general funds. No part of the Issuers and the Guarantors Security Deposit shall be considered to the Holders of Senior Notesbe held in trust, the Trustee to bear interest for its use, or the Collateral Agent to be a prepayment for any-monies to be paid by Tenant under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsLease.
Appears in 2 contracts
Samples: Office Lease (Equillium, Inc.), Office Lease (Equillium, Inc.)
Security. The due As a general and punctual payment continuing collateral security for the performance of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers Borrower towards the Lender under this Agreement and the Guarantors Security Documents and the obligation to repay in principal, interest and accessories and upon the terms and conditions provided for hereunder and thereunder, all present and future Indebtedness of the Borrower to the Holders of Senior NotesLender (collectively, the Trustee or the Collateral Agent under this Indenture“Obligations”), the Senior NotesBorrower shall have, the Guarantees and the other Senior Notes Documents, according either prior to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously concurrently with the execution of this Indenture for these presents, and in form and substance acceptable to the benefit Lender;
1.5.1 executed a General Assignment of Book Debts Agreement in conformity with the laws of the Holders Province of Senior Notes. Each Holder of Senior NotesQuebec, by its acceptance thereof, consents and agrees pursuant to the terms of which the Collateral Borrower shall cede, assign and transfer to the Lender, free from any Liens other than Permitted Encumbrances, all of its debts, claims and demands now due or hereafter to become due;
7.1.2 executed the Bank Act Documents (includingpursuant to the terms of which the Borrower shall assign to the Lender, without limitationfree from any Liens other than Permitted Encumbrances, its Inventory, the provisions providing for foreclosure whole under the Bank Act of [COUNTRY];
7.1.3 executed the Transfer of Property in Stock Document pursuant to the terms of which the Borrower shall transfer to the Lender, free from any Liens other than Permitted Encumbrances, its Inventory, the whole under the Act respecting bills of lading, receipts and release transfers of Collateral) as the same may be property in effect or may be amended from time to time stock;
7.1.4 executed a Trust Deed of Hypothec, Mortgage and Pledge in accordance with its terms and authorizes and directs the Collateral Agent to enter into laws of the Collateral Documents and to perform its obligations and exercise its rights thereunder [State/Province] of [STATE/PROVINCE] in accordance therewith. The Issuers and favor of the Guarantors shall deliver Trustee pursuant to the terms of which there shall be created on the assets and properties of the Borrower, both present and future and wheresoever situated, for an amount of [AMOUNT], a first fixed and floating hypothec, mortgage, pledge, charge, cession and transfer, subject only to Permitted Encumbrances;
7.1.5 issued under the terms of the Trust Deed in the name of the Lender its [%] Collateral Agent copies Mortgage Demand Bond in the principal amount of all documents [AMOUNT], which Bond shall be signed by the duly authorized officers of the Borrower, certified by the Trustee and delivered to the Lender.
1.5.6 executed a Pledge Agreement pursuant to this Indenture and the Collateral Documents and terms of which the Bond shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions pledged in favor of the Collateral Documents to assure and confirm Lender;
1.5.7 executed a Specific Assignment of the Insurance pursuant to the Collateral Agent terms of which the security interest in the Collateral contemplated herebyBorrower shall cede, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security assign and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according transfer to the intent and purposes herein expressed. The Issuers shall takeLender, or shall cause their Subsidiaries to take free from any Liens, all benefits arising under any and all actions reasonably required Insurance. Furthermore, the Borrower shall provide the Lender with endorsements under the Insurance indicating the Lender and the Trustee as loss payees, as their respective interests may appear.
1.5.8 executed a Commercial Pledge Agreement in accordance with the laws of the [State/Province] of [STATE/PROVINCE] pursuant to cause the Collateral Documents terms of which the Borrower shall pledge to create the Lender machinery and maintainequipment of the Borrower;
7.1.9 caused each of the Guarantors to execute and deliver its Guarantee pursuant to the terms of which each Guarantor guarantees all Indebtedness of the Borrower to the Lender, which Guarantee shall be of limited recourse wherein the Lender has recourse only to realization upon the shares of the Borrower pursuant to the Share Pledge Agreements;
7.1.10 caused each of the Guarantors to execute and deliver a Share Pledge Agreement pursuant to which the shares of the Borrower owned by such Guarantor are pledged to the Lender as security for the obligations repayment of present and future Indebtedness of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all Borrower to the Collateral in accordance with the terms of the Collateral Documents.Lender;
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Security. The due DEPOSIT Tenant has deposited with Landlord the sum of Thirty Thousand One Hundred and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same Eighty Dollars ($30,180.00). Said sum shall be due and payable, whether on an Interest Payment Date, at maturity, held by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Landlord as security for the obligations faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Issuers hereunderLease term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a valid and enforceable perfected priority Lien Security Deposit credit in and on all the Collateral in accordance with amount of $1,911.67 ($32,091.67 - $30,180.00) as a result of renegotiating the terms of the Collateral Documentsexisting lease dated December 15, 1988.
Appears in 2 contracts
Samples: Office Building Lease (Fair Isaac & Company Inc), Office Building Lease (Fair Isaac & Company Inc)
Security. The due and punctual payment 40.01. Tenant has deposited with Landlord an unconditional irrevocable letter of credit (as hereinafter defined) substantially in the principal of, premium, if any, and interest on the Senior Notes when and form attached hereto as Schedule H (as the same shall may be due modified in accordance with this section, the "letter of credit") in an amount equal to Two Hundred Forty Thousand and payable00/100 Dollars ($240,000), whether on an Interest Payment Date, at maturity, as security for the full and punctual performance by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance Tenant of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of this Lease. In the Collateral Documents event Tenant defaults in the performance of any of the terms of this Lease, Landlord may draw upon the letter of credit in full and any amounts not applied as hereinafter provided shall be held by Landlord subject to and in accordance with the provisions of this Section. Landlord may then apply the whole or any part of the security so drawn upon to the extent required for the payment of (i) any rent or (ii) any sum which Landlord may expend or may be required to expend by reason of Tenant's default including, without limitation, any damages or deficiency in the re-letting of the Demised Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. Upon each such application, Tenant shall, on demand, pay to Landlord the sum so applied in cash which shall be added to the remaining proceeds from the letter of credit so that the security held by Landlord shall be restored to the amount first set forth above. If Tenant shall fully and punctually comply with all of the terms of this Lease, the letter of credit or the amount of the security deposit, as the case may be, shall be returned to Tenant after the termination of this Lease, delivery of exclusive possession of the Demised Premises to Landlord and the payment to Landlord of all amounts payable hereunder. In the event of a sale or lease of the Building, Landlord shall have the right to transfer the letter of credit or the security deposit to the vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security and it is agreed that the provisions providing for foreclosure and release hereof shall apply to every transfer or assignment made of Collateralthe letter of credit or security to a new landlord. If 30 days prior to the date of such sale, Landlord shall be holding a letter of credit as Tenant's security, Tenant will upon five (5) days prior written notice, deliver a substitute letter of credit naming the new landlord as the same new beneficiary thereof. In the event Tenant shall default in such obligation, Landlord may be in effect or may be amended from time to time in accordance with its terms draw upon the letter of credit and authorizes and directs transfer the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver proceeds thereof to the Collateral Agent copies of all documents executed pursuant new landlord. Tenant shall not assign or encumber or attempt to this Indenture assign or encumber the monies deposited herein as security and the Collateral Documents and neither Landlord nor its successors or assigns shall do or cause to be done all bound by any such acts and things as may be 71 necessary or properassignment, encumbrance, or as may be required by attempted assignment or encumbrance. In the provisions event the letter of the Collateral Documents credit referred to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents above or any part thereofsubstitute letter of credit is not renewed so that at all times the letter of credit held by Landlord hereunder is valid for a period in excess of 30 days, as from time Landlord may draw upon said letter of credit and hold the proceeds thereof subject to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of this Section.
40.02. So long as Tenant is not then in default under this Lease and no monetary default or material non-monetary default under this Lease shall have previously occurred, Tenant shall have the Collateral Documentsright, by notice (a "Reduction Notice") given to Landlord at any time after each Reduction Date (as defined below) to reduce the amount of security held by landlord pursuant to this Article 40 by $24,000.00. If Tenant properly gives a Reduction Notice to Landlord, Landlord shall return such letter of credit to Tenant; provided, that Tenant has delivered to Landlord a substitute letter of credit in an amount equal to the difference between the amount of the letter of credit which Landlord is returning to Tenant less $24,000.00. Anything to the contrary contained in this Section 40.02 notwithstanding, in no event shall the amount of security held by Landlord pursuant to this Article 40 be less than $120,000.00. "Reduction Date" means March 31, 1999, March 31, 2000, March 31, 2001, March 31, 2002 and March 31, 2003. Landlord agrees to reasonably cooperate with Tenant to substitute any letter of credit in accordance with this Section 40.02; provided, that such cooperation shall be without expense or liability to Landlord. If at any time Tenant shall be in monetary default or material non-monetary default under this Lease, this Section 40.02 shall be null and void and of no further force and effect and Tenant shall have no further right to reduce the amount of security held by Landlord pursuant to the Article 40.
Appears in 2 contracts
Samples: Office Lease (Exodus Communications Inc), Office Lease (Exodus Communications Inc)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously Tenant has deposited with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainLandlord, as security for Tenant’s compliance with this lease, the obligations Security, in cash or, if requested by Landlord or Tenant, by a standby letter of credit on the terms, and substantially in the form, attached to this lease as Exhibit D, issued by a bank that is a member of the Issuers hereunderNew York Clearing House Association, L.L.C. having its principal office in the City of New York and otherwise acceptable to Landlord (the “Letter of Credit”). If there is a valid Default, Landlord may use all or any portion of the Security to cure the Default or for the payment of any other amount due and enforceable perfected priority Lien in and on all the Collateral payable from Tenant to Landlord in accordance with this lease. Tenant shall, within 15 days following Landlord’s notice, deposit with Landlord in cash or by a Letter of Credit an amount sufficient to restore the terms full amount of the Collateral Documents.Security (without giving consideration to any interest accrued on the Security). Landlord shall not, unless required by any Law, pay interest to Tenant on the Security, and if Landlord is required to maintain the Security in an interest bearing account or pay any interest to Tenant, Landlord shall retain the maximum amount of interest permitted under any Law (which Landlord may withdraw and retain annually or at any other times). Tenant shall not assign (other than to a permitted assignee of this lease) or encumber the Security, and no prohibited assignment or encumbrance by Tenant of the Security shall bind Landlord. Landlord shall not be required to exhaust its remedies against Tenant or the Security before having recourse to Tenant, any Guarantor, the Security or any other security held by Landlord, or before exercising any right or remedy, and recourse by Landlord to any one of them, or the exercise of any right or remedy, shall not affect Landlord’s right to pursue any other right or remedy or Landlord’s right to proceed against the others. If there is then no uncured Default, the Security and any accrued and unpaid interest thereon, or any balance, shall be paid or delivered to Tenant promptly after the Expiration Date and Tenant’s vacating of the Premises in accordance with this lease. If Landlord’s interest in the Building is sold or leased, Landlord shall transfer the Security and any accrued and unpaid interest thereon, or any balance, to the new Landlord and, upon such transfer, the assignor shall thereupon be automatically released by Tenant from all liability for the return of the Security or any interest (and Tenant agrees to look solely to the assignee for the return of the Security or any interest). If the Security is by a Letter of Credit, the following provisions of this Section shall apply (in addition to the other provisions of this Article):
Appears in 2 contracts
Samples: Office Lease, Office Lease
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same Borrower/s shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or create/cause to be done all created such acts security on such assets /property more fully specified in the Schedule-II (including any account/s and/or receivables of the Borrower/s and things / or any other person/s acceptable to the Bank), and/or cause such guarantee/s to be furnished, as may be 71 necessary considered appropriate by the Bank, in favour of the Bank, in a form and manner satisfactory to the Bank, as security for payment / repayment of the loan/Facility together with all interest, costs, charges, expenses and all other monies whatsoever stipulated in or proper, or payable under the Loan/Facility Documents. Such security shall be created / guarantee/s furnished within such period as may be required by the provisions Bank and the Borrower/s shall comply with all formalities in relation to such creation of security / furnishing of guarantee/s to the satisfaction of the Collateral Documents Bank.
(a) shall not be discharged by intermediate payment by the Borrower/s or any settlement of account by the Borrower/s; (b) shall be in addition to assure and confirm not in derogation of any other security which the Bank at any time hold in respect of the Borrower/s’ dues; (c) shall be available to the Collateral Agent Bank until all accounts between the Bank and the Borrower/s in respect of the Facility/loan are ultimately settled. If the security interest which the Borrower/s may furnish to the Bank is found to be insufficient / incorrect in value, the Bank may direct the Borrower/s to furnish additional security. If the security which the Borrower/s may furnish or the additional security, if any, is subsequently found to be of inferior value to that as declared by the Borrower/s at the time of availing the Facility and as declared in the Collateral contemplated herebyApplication Form(s), by the Collateral Documents or any part thereofBank may, in its discretion, treat such default as an event of default under facility/loan Documents. The Borrower shall furnish and create such security from time to time constituted, so as to render the same available in favour of or for the security and benefit of this Indenture the Bank, of such value, in such form and in such manner, as may be deemed fit by the Bank, forthwith upon so required by the Bank. The Bank shall also have the right to stipulate any other and further terms and conditions that it may deem fit at any time prior to or after the grant of the Senior Notes Loan, which shall be binding on the Borrower. The Borrower agrees and undertakes that the Guarantees secured herebyBorrower shall cooperate and comply with any directions and requests, according which may be given by the Bank to the intent Borrower, and purposes herein expressed. The Issuers shall takedo all such acts, or shall cause their Subsidiaries deeds and things which may be so required, to take perfect the Security created under the relevant Security Document(s) pursuant to this Clause including without limitation all regulatory filings, registrations, intimations to be made/given, with/to any and all actions reasonably required to cause Governmental Authority, including without limitation under the Collateral Documents to create and maintain, as security for the obligations provisions of the Issuers hereunderXxxxxxxxxxxx Xxx, a valid and enforceable perfected priority Lien 0000 as applicable to the relevant state in and on all India where the Collateral in accordance with Property is situated and/or the terms of the Collateral DocumentsSecurity is being created.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Security. The due and punctual payment of Borrower’s obligation to pay the principal of, premium, if any, of and interest on the Senior Notes when Note and as any other amounts payable by the same shall be due and payableBorrower hereunder (the “Loan Obligations”) are special, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other limited obligations of the Issuers Borrower payable solely from the accounts of the Transportation Special Fund established pursuant to Article IV hereof (other than the I-25 North Express Lanes Rebate Account (Segment 3)), and shall constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the payment of the Loan Obligations: (a) all moneys in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in the I-25 North Express Lanes Revenue Account (Segment 3); and the Guarantors I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all amounts actually loaned by CDOT to the Holders Borrower pursuant to the Intra-Agency Agreement for the purposes of Senior Notessatisfying the Loan Obligations, including all moneys on deposit in the I-25 North Express Lanes CDOT Backup Loan Account (collectively, the Trustee or “Collateral”); provided that nothing herein shall be deemed to require CDOT to allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral Agent under this Indentureshall immediately be subject to the lien of such pledge without any physical delivery or other act, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, lien of such pledge shall be secured by valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Collateral, Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filed. The pledge of the Collateral pursuant to this Section does not limit the Borrower’s rights to withdraw money from the accounts established pursuant to Article IV hereof as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit said Article IV. Section 00-00-000 of the Holders Supplemental Act provides that a public entity, including the Borrower, may elect in an act of Senior Notes. Each Holder issuance to apply all or any of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents Supplemental Act. The Borrower hereby elects to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and apply all of the Senior Notes Supplemental Act to this Agreement, the Loan and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsNote.
Appears in 2 contracts
Samples: Intra Agency Agreement, Loan Agreement
Security. The due Tenant shall deposit with Landlord the sum of $44,000 upon the signing of this lease as security for the faithful performance and punctual observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the principal ofwhole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, premiumcovenants and conditions of this lease, including but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee upon written notice to Tenant and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. All interest and/or dividends, if any, and interest accruing on the Senior Notes when and as the same shall be due and payablesecurity deposited, whether on an Interest Payment Datein cash or otherwise as aforesaid, at maturityshall remain Tenant's property* and, by acceleration, repurchase, redemption or otherwise, and interest on provided Tenant is not in default in the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations the terms, conditions and covenants of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunderlease, shall be secured by paid to Tenant after each calendar year during the Collateralterm, as provided provided, however, that Tenant shall make a written demand therefor no later than January 31st in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution each year. * Less standard management charge of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents1%.
Appears in 2 contracts
Samples: Lease Agreement (Younetwork Corp), Loft Lease (Younetwork Corp)
Security. The due Tenant has deposited with Owner the sum of $50,706.68 as security for the faithful performance and punctual observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the principal ofwhole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, premiumor any other sum as to which Tenant is in default, if anyor for any sum which Owner may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and interest on conditions of this lease, including but not limited to, any damages or deficiency in the Senior Notes when and as re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be due replenished to its former amount. In the event that Tenant shall fully and payablefaithfully comply with all of the terms, whether on an Interest Payment Dateprovisions, at maturitycovenants and conditions of this lease, by accelerationthe security shall be returned to Tenant after the date fixed as the end of the lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building, repurchaseor leasing of the building, redemption of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or otherwiselessee, and interest on Owner shall thereupon be released by Tenant from all liability for the overdue principal of, premium, if anyreturn of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and interest on it is agreed that the Senior Notes and performance of all other obligations provisions hereof shall apply to every transfer or assignment made of the Issuers and the Guarantors security to the Holders of Senior Notesa new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the Trustee monies deposited herein as security, and that neither Owner nor its successors or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, assigns shall be secured bound by the Collateralany such assignment, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notesencumbrance, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect attempted assignment or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsattempted encumbrance.
Appears in 2 contracts
Samples: Sub Lease Agreement (Loxo Oncology, Inc.), Lease Agreement (Loxo Oncology, Inc.)
Security. The due and punctual payment Tenant has deposited with Owner the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, $38,000 as security for the obligations faithful performance and observance by Tenant of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this lease; it is agreed that in and on all the Collateral event Tenant defaults in accordance with the terms respect of any of the Collateral Documents.terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Owner may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, and damages or deficiency in the re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant within sixty (60) days after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or lessee and Owner shall thereupon be released by Tenant from all liability for return of such security, and Tenant agrees to look to the new Owner solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Owner nor its successors or assigns shall be bound by such assignment, encumbrance, attempted assignment or attempted encumbrance. See Attached Rider, Xxxxxxxxx 00
Appears in 2 contracts
Samples: Lease Agreement (Blue Fish Clothing Inc), Lease Agreement (Blue Fish Clothing Inc)
Security. Section 31.1 As set forth in that certain “Consent and Release” by and between Landlord and Tenant dated the date hereof, Tenant has deposited with Landlord, a “clean”, unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”) the sum of One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00), issued by and drawn on a bank satisfactory to Landlord and which is a member of the New York Clearing House for the account of Landlord, for a term of not less than one (1) year, as security for: (i) the faithful performance and observance by Assignee (as hereinafter defined) of the terms, covenants, conditions, agreements and obligations of Assignee under the Agreement of Lease dated March 30, 2000 by and between Landlord and Tenant’s predecessor, as amended by that certain First Amendment to Agreement of Lease dated the date hereof (as so amended, the “Prior Lease”) whereby Landlord leased to Tenant the 49th floor in the Building and (ii) the faithful performance and observance by Tenant of the terms, covenants, conditions, agreements and obligations of this Lease, including the surrender of possession of the Premises to Landlord as herein provided. Said Prior Lease was assigned by Tenant to New Mountain Capital LLC (together with its successors and assigns, “Assignee”) pursuant to that certain Assignment and Assumption Agreement dated of even date herewith. The due Letter of Credit shall provide (i) for the continuance of such credit for a period of at least one (1) year from the date of delivery of such letter of credit, (ii) for the automatic extension of such Letter of Credit for additional periods of one (1) year from the initial and punctual each future expiration date thereof (the last such extension to provide for the continuance of such Letter of Credit for at least three (3) months beyond August 16, 2010 unless such bank gives Landlord notice (a “Letter of Credit Termination Notice”) of its intention not to renew the Letter of Credit, such Letter of Credit Termination Notice to be given in accordance with Article 26 of this Lease, not less than sixty (60) days prior to the initial or any future expiration date of such Letter of Credit and (iii) that in the event such Notice is given by such bank and Tenant has not provided Landlord with a substitute Letter of Credit which complies with the requirements of this Section 31.1 by the date which is thirty (30) days prior to the expiration of such Letter of Credit, Landlord shall have the right to present the Letter of Credit for payment on such bank at sight, for the balance remaining in such Letter of Credit and apply or retain the whole or any part of the proceeds thereof to the extent permitted herein. If an Event of Default exists in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including the payment of Fixed Rent or any other item of Rental, or if Assignee shall default under any of the principal ofterms, premiumcovenants, if anyconditions, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption agreements or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers Prior Lease, Landlord may present the Letter of Credit for payment and apply or retain the Guarantors whole or any part of the proceeds thereof, as the case may be, to the Holders extent required for the payment of Senior Notesany Fixed Rent or any other item of Rental as to which Tenant is in default or any item of rental as to which Assignee is in default under the Prior Lease or for any sum which Landlord may expend or be required to expend by reason of Tenant’s default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord, or which Landlord may expend or be required to expend by reason of Assignee’s default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease. If Landlord applies or retains any part of the proceeds of the Letter of Credit following an Event of Default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained or the amount by which the value has declined so that Landlord shall have the full deposit on hand at all times during the Term. Unless an uncured Event of Default exists under this Lease or the Prior Lease, the Trustee Letter of Credit shall be returned to Tenant on or the Collateral Agent under this Indentureabout August 16, the Senior Notes, the Guarantees and the other Senior Notes Documents, according 2010 to Landlord. Notwithstanding anything herein contained to the terms hereunder or thereundercontrary, shall be secured any failure by the CollateralAssignee to tender an increased Letter of Credit on August 17, 2010, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions terms and conditions of the Collateral Documents Prior Lease, shall not be deemed an Event of Default by Tenant under this Lease. In the event of a sale of the Real Property or the Building or leasing of the Building, Landlord shall have the right to assure draw upon the Letter of Credit and confirm transfer the Letter of Credit or proceeds to the Collateral Agent vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit or proceeds, as the case may be, and Tenant shall cause the bank which issued the Letter of Credit to issue an amendment to the Letter of Credit or issue a new Letter of Credit naming the vendee or lessee as the beneficiary thereunder. To the extent that the Letter of Credit or proceeds shall have been actually transferred or delivered by Landlord to a new landlord, Tenant shall look solely to the new landlord for the return of the Letter of Credit or proceeds, as the case may be. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit or proceeds made to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit or proceeds thereof and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If at any time the security held hereunder shall consist of cash, and not a Letter of Credit, Landlord shall hold the same in an interest bearing money-market account and the interest thereon (less a one percent (1%) administrative fee per annum and less the amount of such interest which has been applied in the Collateral contemplated hereby, by same manner that the Collateral Documents or any part thereof, as from time remainder of the security has been applied) shall be paid to time constituted, so as Tenant to render the extent and at the same available for time the remainder of the security shall be returned to Tenant hereunder.
Section 31.2 Notwithstanding anything contained herein to the contrary, if on December 15, 2006 (the “Reduction Date”), this Lease shall be in full force and benefit effect and no default by Tenant of this Indenture its obligations hereunder has occurred and is continuing and the Prior Lease is in full force and effect and no default by Assignee of its obligations thereunder has occurred and is continuing, Tenant shall have the right to reduce the amount of the Senior Notes Letter of Credit to One Million Seventy Five Thousand and 00/100 Dollars ($1,075,000) on the Guarantees secured herebyReduction Date, according to the intent and purposes herein expressed. The Issuers such reduced amount shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, be held by Landlord as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms hereof. If the security being held is cash and Tenant is entitled to a reduction of the Collateral Documentssecurity so deposited as aforesaid, Landlord shall within ten (10) days after Tenant’s written request return to Tenant an amount of the security then being held by Landlord so the amount of cash being held by Landlord shall be reduced as aforesaid, and if at the time of such reduction, the security being held by Landlord is a Letter of Credit, Tenant shall either deliver to Landlord an amendment to the existing Letter of Credit or a new Letter of Credit, which amendment or new Letter of Credit shall comply with the terms and conditions of this Article 31 and shall reduce the amount of the security as aforesaid.
Section 31.3 Notwithstanding anything to the contrary set forth in Section 31.1 hereof, Landlord shall not draw upon the Letter of Credit by reason of a default by Assignee under the Prior Lease unless Landlord shall have first applied the security deposit posted by Assignee pursuant to the First Amendment of Lease but except as aforesaid, Landlord’s right to draw on the Letter of Credit shall not be affected, released, terminated, discharged or impaired, in whole or in part, by:
(a) any lack of genuineness, regularity, validity, legality or enforceability, or the voidability, of the Prior Lease or any other agreement or instrument relating thereto;
(b) any amendment, restatement, supplement, change or modification of the terms of the Prior Lease; provided, however, that if any such amendment, restatement, supplement, change or modification made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such amendment, restatement, supplement, change or modification shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such amendment, restatement, supplement, change or modification;
(c) any change in the time, manner or place of payment, performance or observance of all or any of the Prior Lease obligations or any extensions of time for payment, performance or observance, whether in whole or in part, of the terms of the Prior Lease on the part of Assignee or any successor tenant to be paid, performed or observed, as applicable; provided, however, that if any such change or extension made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such change or extension shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such change or extension;
(d) any amendment or waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Prior Lease, including the waiver of any default by any successor tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, any successor tenant;
(e) any failure or delay of Landlord to exercise, or any lack of diligence in exercising, any right or remedy with respect to the Prior Lease;
(f) any dealings or transactions between Landlord and Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law;
(g) any assignment, conveyance, extinguishment, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interest of Assignee in the Prior Lease to any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law;
(h) the exercise of any right or remedy under the Prior Lease, or the obtaining of any judgment against any successor tenant, or the taking of any action to enforce the same;
(i) any bankruptcy, insolvency, assignment for the benefit of creditors, receivership, trusteeship or dissolution of or affecting Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law;
(j) any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Prior Lease or in respect of the obligations under the Prior Lease;
(k) any guaranty now or hereafter executed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law or any other party or the release of Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law from liability for the payment, performance or observance of any of the obligations under the Prior Lease or any of the terms of the Prior Lease on the part of any successor tenant to be paid, performed or observed, as applicable, whether by operation of law or otherwise;
(l) any rights, powers or privileges Landlord may now or hereafter have against any person, entity or collateral in respect of the obligations under the Prior Lease;
(m) the failure to give Tenant any notices whatsoever;
(n) the exercise of any right or remedy under the Prior Lease, or the obtaining of any judgment against Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law, or the taking of any action to enforce the same; or
(o) any other circumstance which might in any manner or to any extent constitute a defense available to Tenant, or vary the risk of Tenant, or might otherwise constitute a legal or equitable discharge or defense available to a surety, whether similar or dissimilar to the foregoing; all from time to time before or after any default by any successor tenant under the Prior Lease, and with or without further notice to or assent from Tenant. Tenant acknowledges and affirms that the right of Landlord to draw upon Letter of Credit in respect of the obligations under the Prior Lease shall extend to all amounts which constitute a part of the obligations under the Prior Lease and would be owed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law to Landlord under the Prior Lease but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law and such right shall continue to be effective or be reinstated, as the case may be, and the rights of Landlord hereunder shall continue with respect to, any Obligation (or portion thereof) under the Prior Lease at any time paid by Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law which shall thereafter be required to be restored under the Prior Lease or returned by Landlord upon the insolvency, bankruptcy or reorganization of Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law, or for any other reason, all as though such Obligation (or portion thereof) had not been so paid or applied.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (National Financial Partners Corp)
Security. The due and punctual payment of the principal of, premium, if any, and interest Interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest Interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Notes and the other Senior Notes DocumentsNote Guarantees, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties Guarantors have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee or the Collateral Agent Agent, as the case may be, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent Trustee copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Note Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuers and the Guarantors shall take, or shall cause their respective Restricted Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsCollateral, subject to Permitted Liens.
Appears in 2 contracts
Samples: Amended and Restated Indenture (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)
Security. a. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, Facility shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit a charge over any or all of the Holders of Senior Notesfollowing:
I. Securities offered as Security, including without limitation the Securities hereby pledged by the Borrower/ Security Provider;
II. Each Holder of Senior NotesSecurities/funds transferred for fulfilling Margin requirements if any;
III. Demand Promissory Note executed by the Borrower; and
IV. Personal or corporate guarantee, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things if any;
V. Any other Security/collateral as may be 71 necessary or properaccepted by the Lender;
VI. Borrower/Security Provider Depository Participant Account
b. In order to secure the due payment by the Borrower of the dues to the Lender under this Agreement and the performance by the Borrower of its obligations under this Agreement, or the Borrower and/or Security Provider hereby pledge the Securities as mentioned in the Schedule I in favour of the Lender and if required by the Lender, the Borrower shall pledge in favour of the Lender such Securities as are acceptable to the Lender and described in the Schedule of Terms/Schedule/Security Documents to be executed in this behalf by the Borrower/Security Provider, by:
I. having delivered and/or hereafter delivering to the Lender, as and by way of pledge the certificate/documents of title together with duly executed transfer deeds in respect of such Securities; and
II. in case of mutual fund units, a letter in prescribed form from the mutual fund/asset management company that it will mark the Lender's lien on the units to be subscribed by the Borrower;
III. doing such acts, deeds and executing such documents as may be required by under the provisions of the Collateral Documents to assure Depositories Act, 1996, regulations made there under and confirm to other rules, regulations and by laws of the Collateral Agent concerned depository for creating pledge in favour of the security interest Lender in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as respect of such dematerialized securities from time to time constituted, so as to render time.
c. In case the same available for Securities are held jointly by the security and benefit of this Indenture and of the Senior Notes Borrower and the Guarantees secured herebySecurity Provider, according to the intent Lender may require that the Schedule of Term(s) and/or the Schedules in respect of such Securities shall be executed by the Borrower as well as the Security Provider.
d. The Borrower/Security Provider acknowledge/s and purposes herein expressed. The Issuers confirm/s that the Lender shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause hold the Collateral Documents to create and maintain, as security for pledge over the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral Securities in accordance with the terms of the Collateral DocumentsDepositories Act, 1996 and the Depositories and Participants Regulations, 1996 (“D&P Regulations”).
e. The Borrower/Security Provider acknowledge/s that the Facility will be made available only after the Lender shall have received intimation from the Depository Participant in terms of Regulation 58(4) of the D&P Regulations to the effect that the Depository Participant has made an entry in its records of the creation of the pledge/marking of lien in favour of the Lender.
f. The Borrower shall, if so required by the Lender, deliver post-dated cheques/National Automated Clearing House (NACH)/Electronic Clearing System or Electronic Clearing Service (ECS) to the Lender for the due repayment of the Facility and interest thereon. Such cheques/NACH/ECS shall be deemed to have been given for adequate consideration already received by the Borrower and shall not absolve the Borrower from his liability to pay the said sums hereunder until the cheque/ECS/NACH is duly realized. It is expressly agreed and understood that the Borrower shall at no time close the bank account/s from which the said cheques/ECS/NACH have been issued or issue any communication to the Lender for stopping or postponing the presentment of the said cheques/ECS/NACH and the Lender is not bound to take notice of any such communication and which, if issued, will be regarded as a dishonour of the cheques/ECS/NACH drawn and SMFG India Credit shall be entitled to levy and collect dishonour charges as per SMFG India Credit’s internal policies from time to time. It is clarified that the Cheque/ECS/NACH dishonour charges as referred to above are not compensatory and/or to be construed as any form of consideration towards the act of dishonour and in no ways should the same be construed as fees recovered under this facility. It is abundantly clarified that SMFG India Credit does not tolerate dishonour of instruments and/or deposit of an invalid, fake or unworthy instrument issued towards meeting payment obligations under this facility and any charges collected thereof are not intended to compound such acts of dishonour. Notwithstanding any charges collected hereof SMFG India Credit reserves its right to invoke appropriate civil and criminal laws. The Borrower agrees that if any amounts are outstanding for payment by the Borrower (not being the Facility or interest thereon) including on account of the amounts disbursed under other loans or previous indebtedness of the Borrower, the Lender shall be entitled to encash the post-dated cheques/ECS/NACH deposited with it for the satisfaction of such outstanding amounts notwithstanding that the post-dated cheques/ECS/NACH have been deposited for repayment of the Facility and interest thereon and the Borrower shall continue to be indebted to the Lender for the Facility or interest, as the case may be.
Appears in 2 contracts
Samples: Facility Cum Pledge Agreement, Facility Cum Pledge Agreement
Security. The due Surety may at any time and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time hereafter, in accordance with its terms sole and authorizes absolute discretion, require the Principals to provide collateral, in form and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver amounts acceptable to the Collateral Agent copies Surety (such amounts not to exceed the aggregate penalty sum of all then-issued Bonds) to secure the Principals’ obligations to the Surety hereunder and/or to establish reserves to cover any actual or potential liability, claim, suit, or judgment under any Bond. Immediately upon the Surety’s demand therefor, each Principal shall execute such documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all take such acts and things further action as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents in order to assure and confirm provide such collateral. Each Principal hereby grants to the Collateral Agent the Surety a security interest in all money and other property now or hereafter delivered by such Principal to the Collateral contemplated herebySurety, by and all income (if any) thereon. If a Principal provides the Collateral Documents Surety with a letter of credit or any part thereofsimilar instrument, as such Principal agrees that the Surety has the right to call on the same from time to time constitutedtime, so in whole or in part and for any reason or no reason, and to hold the proceeds thereof as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security collateral for the obligations of the Issuers Principals hereunder, a valid . Not in limitation of any other provision of this Agreement and enforceable perfected priority Lien in and on as security for all the Collateral in accordance with the terms of the Collateral Documentsprovisions of this Agreement and any other indebtedness or liabilities of any Principal to the Surety, whenever and however incurred and whether originally owing to the Surety or subsequently acquired by the Surety, if the Principals fail to provide any required collateral after demand therefor, then each Principal hereby (a) grants to the Surety a security interest in all of such Principal’s accounts, chattel paper, electronic chattel paper, payment intangibles, promissory notes, letter of credit rights, documents, instruments, equipment (including all parts, accessions and additions thereto), general intangibles, goods, inventory, investment property, deposit accounts and all proceeds, products and supporting obligations for and accessions to any of the foregoing, in each case whether then owned or later acquired, and (b) authorizes the Surety to file and continue financing statements naming such Principal as debtor and describing the collateral as “all property,” all at the expense of the Principals. Any term used in the preceding sentence and defined in the Uniform Commercial Code shall have the meaning therein ascribed to such term. Any collateral provided at any time by any Principal shall be available, in the discretion of the Surety, as collateral security on any or all Bonds heretofore or hereafter executed for or at the request of such Principal or any other Principal.
Appears in 2 contracts
Samples: Payment and Indemnity Agreement, Payment and Indemnity Agreement
Security. The due Tenant hereby deposits the sum of Four Thousand Two Hundred and punctual 00/100 Dollars ($4,200.00) with the Landlord, as security for the full and faithful performance by the Tenant of each and every term, covenant, and condition of this Lease. In the event Tenant defaults in respect to any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to payment of any rentals, the principal ofLandlord may in addition to all other right Landlord’s and remedies available to Landlord hereunder or at law or in equity, premiumuse, if anyapply, or retain the whole or any part of the security so deposited for the payment of any such rents in default or for any other sum which the Landlord may expend or be required to expend by reason of the Tenant’s default, including any damages or deficiency in reletting the demised Premises, whether such damages or deficiency may accrue before or after summary proceedings or other re-entry by the Landlord, but Tenant’s liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord to do so. The Tenant agrees to increase the amount of security deposit held by the Landlord to an amount equal to one month’s rent of the new lease option. The Tenant shall not be entitled to any interest on the Senior Notes when and as security. Furthermore, the same Tenant shall not be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on entitled to any return of his security deposit until after the overdue principal of, premium, if any, and interest on keys have been returned to the Senior Notes and performance of all other obligations of the Issuers Landlord and the Guarantors Landlord has had the opportunity to inspect the Premises and to determine that said Premises have been left in good, tenable condition, normal wear and tear excepted. In the event of a transfer or sale of Landlord’s interest in the Premises, the Landlord shall have the right to transfer the security to the Holders of Senior Notes, the Trustee transferee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture vendee for the benefit of the Holders Tenant, and the Landlord shall be considered released by the Tenant from all liability for the return of Senior Notes. Each Holder of Senior Notessuch security, by its acceptance thereof, consents and the Tenant agrees tolook to the terms new Landlord solely for the return of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithsecurity. The Issuers and security deposited under this Lease shall not be assigned, pledged or encumbered by the Guarantors Tenant without the written consent of the Landlord. Under no circumstances shall deliver the Security Deposit provided to the Collateral Agent copies Landlord herein be used for the payment of all documents executed pursuant to this Indenture and rent at the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions end of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents term of this lease or any part renewal or extensions thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents.
Appears in 1 contract
Security. The due and punctual payment Tenant has deposited with Landlord the sum specified in Article N of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Section 1 as security for the obligations faithful performance and observance by Tenant of all of the Issuers terms, covenants, conditions, provisions and agreements of this Lease. Tenant shall not be entitled to interest on such security deposit and Landlord shall not be obligated to hold such deposit as a separate fund, but may commingle it with other funds. In the event Tenant defaults in respect of any of the terms, covenants, conditions, provisions or agreements of this Lease, including but not Limited to, the payment of rent or other sums due hereunder, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent or another sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants, conditions, provisions or agreements of this Lease, including, but not Limited to, any damages or deficiency in the reletting of Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord, Tenant, on demand by Landlord, will forthwith replenish the security or any portion thereof so used or applied by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, covenants, conditions, provisions and agreements of this Leases, the security, without interest, shall be returned to Tenant within thirty (30) days after the end of this Lease but only after delivery of entire possession of Demised Premises to Landlord. In the event of a valid and enforceable perfected priority Lien in and on all sate of the Collateral Land and/or Building or Leasing of the land and/or the entire Building, or the sale of such leasehold, Landlord shall have the right in accordance with the terms of the Collateral DocumentsCalifornia Civil Code Section 1950.
Appears in 1 contract
Samples: Lease Agreement (Homelife Inc)
Security. The due and punctual payment of the principal of, of and Interest and premium, if any, and interest Liquidated Damages, if any, on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest Interest on the overdue principal of, premiumof and Interest and Liquidated Damages (to the extent permitted by law), if any, and interest on the Senior Notes and performance of all other obligations of the Issuers Company and the Subsidiary Guarantors to the Holders of Senior Notes, Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Indenture and the other Senior Notes Documentsand the Subsidiary Guarantees, according to the terms hereunder or thereunder, shall be ratably secured by a Lien on the Collateral, Collateral owned by the Company and each Subsidiary Guarantee similarly shall be secured as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior NotesDocuments. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company and the Subsidiary Guarantors shall deliver to the Collateral Agent Trustee copies of all documents executed pursuant to this Indenture and the Collateral Documents Documents, and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents Documents, to assure and confirm to the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Subsidiary Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers Company shall take, or shall cause their its Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations Obligations of the Issuers Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in accordance with the terms favor of the Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens, including executing, as applicable, a Pledge Agreement in the form attached hereto as Exhibit F and a Collateral Documents.Assignment in the form attached hereto as Exhibit G."
Appears in 1 contract
Samples: Indenture (Windsor Woodmont Black Hawk Resort Corp)
Security. The due CNPLP’s General Partner shall have executed and punctual payment delivered for and on behalf of the principal of, premium, if anyCNPLP the Security Documents to which it is a party, and interest on shall cause the Senior Notes CNPLP’s General Partner, in its personal capacity, to execute and deliver the Security Documents to which it is a party in its personal capacity, with each of the said Security Documents to be in form and substance satisfactory to Hydro, acting reasonably, as and when required hereunder or under the CNPLP Loan Documents as continuing collateral security for the due, prompt and as complete payment, performance and satisfaction by the same shall be due CNPLP of all of its indebtedness, liabilities and payableobligations of every nature whatsoever (whether present or future, whether on an Interest Payment Datedirect or indirect, absolute or contingent, matured or unmatured, at maturityany time due or accruing due, by accelerationwheresoever and howsoever incurred, repurchaseincluding any ultimate unpaid balance thereof, redemption or otherwisein any currency, and interest on whether incurred prior to, at the overdue principal of, premium, if any, and interest on the Senior Notes and performance time of all other obligations of the Issuers and the Guarantors or subsequent to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture CNPLP Financing Agreement) to Hydro, in connection with this CNPLP Financing Agreement and the other CNPLP Loan Documents (collectively, the “Obligations”) and as continuing collateral security in respect of the Revenue Advance Obligations. Notwithstanding anything to the contrary herein, this CNPLP Financing Agreement shall be interpreted in all respects having regard for the benefit fact that and the Security Documents shall provide that:
(a) Hydro has a first charge security interest on the CNPLP’s Units and all rights under the CNPLP’s Units, including the rights to Distributions on the CNPLP’s Units and any interest related to the CNPLP’s Units and the rights to the said Distributions; and
(b) Hydro’s sole recourse for payment of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees Obligations shall be to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms provisions of this CNPLP Financing Agreement, and for greater certainty, it shall have no right to xxx the CNPLP on any personal covenant to pay all or any of the Collateral DocumentsObligations or to xxx TCN or War Lake for payment of all or any of the Obligations.
Appears in 1 contract
Samples: Financing Agreement
Security. The At all times prior to the expiration of the Term of this Sublease, Tenant shall maintain on deposit with Landlord a sum equal to $18,105.00 Dollars as security for the due and punctual faithful payment, as herein provided, of the Rent and for the due and faithful keeping, observance or performance of any such other covenant, agreement, provision or condition of this Sublease on the part of the Tenant. If at any time Tenant is in default in the payment of the principal ofRent or in the keeping, premiumobservance or performance of any such other covenant, agreement, provision or condition of this Sublease, Landlord may, at its election, and upon written notice to Tenant apply the security so on deposit with Landlord to the payment of any such Rent or to the payment of the costs incurred by Landlord in curing such default, as the case may be. However, Tenant shall be given fifteen (15) days of said Notice to cure a non-monetary default. If as a result of any such application, all or any part of the cash so on deposit with Landlord shall be less than the sum of $18,105.00, Tenant shall forthwith deposit with Landlord cash in an amount equal to the deficiency. If at the expiration of the Term, Tenant shall not be in default in the payment of any such Rent or in the keeping, observance or performance of any such other covenant, agreement, provision or condition, then Landlord shall, within a reasonable time after the expiration of the Term, not to exceed 30 days, return to Tenant said security, if any, and interest then on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously deposit with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed Landlord pursuant to this Indenture and the Collateral Documents and shall do Article. Tenant further covenants that it will not assign or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the encumber said security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereofthereof and that Landlord shall not be bound by any such assignment, as from time to time constitutedencumbrance, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, attempted assignment or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsattempted encumbrance.
Appears in 1 contract
Samples: Sublease Agreement (Zapme Corp)
Security. The Parent shall, for the benefit of the Holders, charge on a first priority basis (subject to the Permitted Liens) the Capital Stock of the Company (the “Pari Passu Collateral” and such fixed share charge, the “Pari Passu Collateral Document”), and the Company shall, for the benefit of the Holders, charge on a first priority basis (subject to the Permitted Liens) funds held in the Escrow Account (the “Notes Collateral”) pursuant to an account charge agreement (the “Notes Collateral Document”). The Pari Passu Collateral and the Notes Collateral together with any additional collateral provided to secure the Notes and prior to any release thereof pursuant to the terms of this Indenture are the “Collateral”. The Pari Passu Collateral Document and the Notes Collateral Document are collectively the “Collateral Documents”. The due and punctual payment of the principal of, premiumof and premium and Additional Amounts, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premiumof and interest and Additional Amounts (to the extent permitted by law), if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors Company to the Holders of Senior Notes, or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Indenture and the other Senior Notes DocumentsNotes, according to the terms hereunder or thereunder, shall be are secured by the Collateral, as provided in the Collateral Documents which the Issuers Company and the applicable parties Parent, the Trustee, the Note Collateral Agent and the Common Collateral Agent have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior NotesIndenture. Each Holder of Senior NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Agents to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company and the Guarantors shall Parent will deliver to the Collateral Agent Trustee copies of all documents executed delivered to the Collateral Agents pursuant to this Indenture and the Collateral Documents Documents, and shall will do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents Documents, to assure and confirm to the Trustee and the Collateral Agent Agents the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall Parent will take, or shall cause their Subsidiaries to take upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral Collateral, in accordance with the terms favor of the Collateral DocumentsAgents for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.
Appears in 1 contract
Samples: Indenture (Azure Power Global LTD)
Security. The In order to secure the due payment and punctual payment performance by the Borrower of all of the principal ofObligations, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously connection with the execution and delivery of this Indenture Agreement:
(a) The Borrower has, in connection with the Original Loan Agreement, and shall continue to, in connection with the Agreement:
(i) Grant to National a first Lien on and security interest in all of the Borrower's personal properties and assets, whether now owned or hereafter acquired, and wheresoever located tangible and intangible, by the execution and delivery to National of the Borrower Security Agreement in form and substance satisfactory to National;
(ii) Grant to National a first Lien on such interests in real property, and all improvements located thereon, now or hereafter owned by the Borrower, whether fee or leasehold interests, as National shall require, by the execution and delivery to National of mortgages or deeds of trust in form and substance satisfactory to National (collectively, the "Borrower Deeds of Trust");
(iii) Execute and deliver or cause to be executed and delivered such other agreements, instruments and documents as National may reasonably require in order to effect the purposes of the Borrower Security Agreement, the Borrower Deeds of Trust, this subsection 2.13(a) and this Agreement;
(b) Guarantor shall:
(i) Grant to National a Lien on and security interest in, and pledge with National, 2,000 shares of the Series B Preferred Stock of Borrower and 1,345 shares of the Common Stock of the Borrower owned by Guarantor, by the execution and delivery to National of a Stock Pledge Agreement in form and substance satisfactory to National (the "Stock Pledge Agreement").
(ii) Execute and deliver, or cause to be executed and delivered, the stock certificates with respect to the Stock Pledge Agreement and such other agreements, instruments and documents, as National may reasonably require, in order to effect the purposes of the Stock Pledge Agreement, and this Agreement.
(c) Borrower shall (i) maintain a key-person life insurance policy in the amount of $1,000,000 or more on the life of Xxxxxx X. Xxxxxxxxx for the benefit of Borrower, and (ii) promptly apply the Holders first $1,000,000 of Senior Notesany proceeds received under such policy to satisfy the Indebtedness. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitationThe Borrower Security Agreement, the provisions providing for foreclosure Borrower Deeds of Trust, the Stock Pledge Agreement, and release of Collateral) the aforesaid agreements, instruments and documents are sometimes hereinafter referred to collectively as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral "Security Documents."
Appears in 1 contract
Security. (a) The due Landlord acknowledges that the Tenant has deposited with Landlord the amount shown in the Lease Summary upon signing Lease as security for the full and punctual payment faithful performance by Tenant of all the terms and conditions of this Lease upon the Tenant's part to be performed; which said sum shall be returned to the Tenant at the end of this Lease, provided the Tenant has fully and faithfully carried out all of the principal ofterms, premium, if anycovenants and conditions on its part to be performed, and interest is not in default hereunder. Tenant hereby agrees not to look to the mortgagee, as mortgagee, mortgagee in possession, or successor in title to the property, for accountability for any security deposit required by the Landlord hereunder, unless said sums have actually been received by said mortgagee as security for the Tenant's performance of this Lease. It is expressly understood and agreed that the Landlord shall have the right to commingle the security funds with its general funds and said security shall not be required to be segregated. It is expressly understood and agreed that the Tenant shall not and the Tenant represents that it will not mortgage, pledge, hypothecate, assign, convey or otherwise encumber the security deposited with the Landlord hereunder.
(b) Notwithstanding the provisions of subparagraph (a) above and/or paragraphs 7 and 8 above, Landlord agrees that in lieu of the cash security deposit provided for in (a) above (and which may include the cash deposits provided for in paragraphs 7(c) and 8(d) above), Tenant may deposit with Landlord a negotiable standby letter of credit ("LETTER OF CREDIT"), issued by a bank reasonably acceptable to Landlord and having a principal office, where the Letter of Credit may be drawn, in New Jersey or New York City, NY. The Landlord shall be the beneficiary of the Letter of Credit which shall be for a term of not less than one (1) year commencing on or before the commencement date of the Lease. If available without additional cost, the Letter of Credit shall be "evergreen", i.e., renewable automatically for successive periods absent Landlord's receipt of not less than ninety (90) days written notice from the bank of intent not to renew. The Letter of Credit shall provide that Landlord may draw on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance Letter of all other obligations Credit upon presentation of the Issuers and the Guarantors a sight draft to the Holders of Senior Notesbank's office New Jersey or New York City, the Trustee or the Collateral Agent NY, accompanied by a certificate signed by an individual purporting to be an authorized signatory for Landlord stating that (i) Tenant is in default under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents Lease after the giving of any required notice and the expiration of any cure period, if applicable, or (includingii) if presented within the thirty (30) day period prior to expiration of the Letter of Credit that Tenant has failed to deliver a replacement Letter of Credit in the amount and on the terms and conditions set forth above, and in either case without limitationfurther proof or conditions. In the event that the Landlord draws on the Letter of Credit, in whole or in part, the provisions providing for foreclosure and release of Collateral) funds withdrawn shall be held by Landlord as the same may security deposit or escrows provided for in this Lease. If Landlord draws on the funds to pay sums owed by Tenant such payment shall not be in effect or may be amended from time deemed to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors cure Tenant's monetary default unless Tenant shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent replenish the security interest deposit to its full amount within ten (10) days of receipt of demand from Landlord. If Landlord draws on the Letter of Credit Tenant's right to deposit a letter of credit in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the lieu of cash security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsbe terminated.
Appears in 1 contract
Security. The due and punctual payment Section 27.1 TENANT shall deposit with LANDLORD the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, $11,850.99 as security for the obligations faithful performance and observance by TENANT of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this Lease. It is agreed that in and on all the Collateral event TENANT defaults in accordance with the terms respect of any of the Collateral Documentsterms, provisions and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which TENANT is in default of for any reason of TENANT'S default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to TENANT after the date fixed as the end of the Lease and without deduction or charge after delivery of entire possession of the Demised Premises to LANDLORD. In the event of a sale of the land and building, LANDLORD shall have the right to transfer the security to the vendee and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security; and the TENANT agrees to look to the new LANDLORD solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further covenants that it will not assign or encumber or attempt to assign the monies deposited herein as security and that neither LANDLORD nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Provided that the TENANT is not in default under the terms, covenants and conditions of the Lease, TENANT shall be entitled to a credit of $6,173.86 in the twenty-fifth (25th ) month of the Lease, leaving a remaining security of $5,713.13 after such credit.
Appears in 1 contract
Security. The due 8.01 Each Co-Owner (the “mortgagor Co-Owner”) hereby grants, conveys, transfers, assigns, liens, mortgages, pledges, charges as and punctual payment by way of a fixed and specific lien, mortgage, pledge and charge, (the “security”) to and in favour of the principal ofother Co-Owners (the “mortgagee Co-Owner”) and their respective successors and assigns all the right, premiumtitle, if any, estate and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers mortgagor Co-Owner, both present and the Guarantors future, in and to the Holders Co-Ownership Interest and Homestead of Senior Notesthe mortgagor Co-Owner (the “charge premises”), including all rents and revenues of the Trustee or Lands attributed to the Collateral Agent under this IndentureCo-Ownership Interest and Homestead of the mortgagor Co-Owner and which rents and revenues are hereby also assigned. To have and to hold the charged premises including all rents and revenues hereby assigned and all rights hereby conferred unto the said mortgagee Co-Owner and their respective successors and assigns forever, but in interest nevertheless for the Senior Notes, use and purposes and with the Guarantees powers and the other Senior Notes Documents, according authority and subject to the terms hereunder or thereunder, shall be secured by the Collateral, and conditions mentioned and set forth in this Agreement as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture continuing security for the benefit due payment of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents all amounts being and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time owing by a Co-Owner to any of the other Co-Owners in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform performance of its obligations and contained in this Agreement. Provided that until the said mortgagee Co-Owner is entitled to exercise any of its rights thereunder in accordance therewith. The Issuers and remedies under this Agreement, the Guarantors mortgagor Co-Owner shall deliver acquire possession of the charged premises, subject to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of this Agreement, but at such time the Collateral Documents said mortgagee Co-Owner shall have quiet possession of the charged premises.
8.02 A Co-Owner, at the request of the other Co-Owners covenants and agrees to assure execute, deliver and confirm register in the appropriate Lands Titles Office, by way of specific liens, mortgages, pledges, charges and assignments by way of security in the appropriate registrable form and registered against the title to the Collateral Agent Lands supplemental mortgages appropriate to subject the charged premises to the security interest and for the due protection of the security against claims by all subsequent transfers or encumbrances.
8.03 Whenever the mortgagee Co-Owner becomes entitled to exercise any of its remedies under this security, the said mortgagee Co-Owner may realize upon the security and enforce its rights by any or all of the its remedies herein expressly provided and by any additional remedies available to a mortgagee at law or in equity including, without limitation the Collateral contemplated herebyfollowing:
(a) Entry into possession of the charged premises, by including the Collateral Documents right to have, receive, demand, collect and xxx for the rents and revenues of the property attributable to the Co-Ownership Interest of the mortgagor Co-Owner.
(b) The appointment and replacement in writing of a receiver manager (the “receiver”) of all or any part thereof, as of the charged premises and removal of the replacement from time to time constituted, so as to render of the same available receiver.
(c) Proceedings in any court of competent jurisdiction for the security and benefit appointment of this Indenture and receiver of all or any part of the Senior Notes charged premises.
(d) Proceedings in any court of competent jurisdiction for the foreclosure of the charged premises.
(e) Filing of proofs of claims and the Guarantees secured hereby, according other documents to establish its claims in any proceedings relative to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsmortgagor Co-Owner.
Appears in 1 contract
Samples: Co Ownership Agreement
Security. The due and punctual In order to secure payment of the principal ofNote, premiumthe Shares, if any, and interest on the Senior Notes when and as well as the same shares of common stock of Total New York being acquired by the Buyer pursuant to the Corporate Stock Purchase Agreement (the "Corporate Shares") and, together with the Shares, the "Pledged Shares") shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors pledged to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees Buyer pursuant to the terms of a pledge agreement substantially in the Collateral Documents form of Exhibit A hereto (including, without limitation, the provisions providing for foreclosure and release of Collateral) "Pledge Agreement"). At such time as the same may purchase price for the Corporate Shares under the Corporate Stock Purchase Agreement has been paid in full, 49% of the Pledged Shares (currently 98 shares) shall be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver delivered to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents Buyer and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by released from the provisions of the Collateral Documents Pledge Agreement. The remainder of the Pledged Shares shall continue to assure and confirm be pledged as security under the Pledge Agreement until the Note has been paid in full; provided, however, that (a) in the event that the Buyer defaults in the payment of the purchase price for the Corporate Shares, at the Seller's election, either (a) the Seller may retain all of the Pledged Shares then subject to the Collateral Agent Pledge Agreement upon payment to Buyer of all amounts theretofore paid against the security interest purchase price for the Corporate Shares or (b) the Seller shall release to the Buyer a percentage of the Pledged Shares equal to the percentage of the purchase price for the Corporate Shares theretofore paid by the Buyer. In the event the Buyer defaults in the Collateral contemplated herebypayment of the Note due to circumstances beyond its control (which circumstances shall be limited to wars, strikes, acts of god, terrorism and other customary force majeure events), at the Seller's election, either (y) the Seller may retain all of the Pledged Shares upon payment to the Buyer of all amounts theretofore paid under the Note or (z) the Seller shall release to the Buyer a percentage of the Pledged Shares equal to the percentage of the Note theretofore paid by the Collateral Documents or any part thereofBuyer. Unless and until the Buyer shall default under the Note, as from time the Buyer shall be entitled to time constituted, so as to render exercise all voting rights over the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsPledged Shares.
Appears in 1 contract
Security. The due 4.4.1 Tenant, contemporaneously with its execution of this Lease and punctual payment of in addition to any advanced or prepaid Minimum Rent, has deposited with Landlord the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, Security as provided in the Collateral Documents Section 1, receipt of which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, is hereby acknowledged by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithLandlord. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to Security will be done all such acts and things as may be 71 necessary or proper, or as may be required held by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Landlord as security for the obligations faithful performance by Tenant of all of the Issuers hereunderterms, a valid covenants, and enforceable perfected priority Lien conditions of this Lease. If at any time during the term of this Lease Tenant is in and Default (as defined in Article 16), Landlord may use, apply or retain all or any part of the Security for the payment of (a) any Minimum Rent, Additional Rent or other sums payable by Tenant to Landlord hereunder which Tenant was obligated to pay but did not pay; (b) any sum expended by Landlord on all the Collateral Tenant’s behalf in accordance with the terms provisions of this Lease, or (c) any sum which Landlord may expend or be required to expend as a result of Tenant’s Default, including any damages or deficiency in the reletting of the Collateral DocumentsLeased Premises. The use, application or retention of the Security will not prevent Landlord from exercising any other right or remedy provided for under this Lease or at law and will not limit any recovery to which Landlord may otherwise be entitled.
4.4.2 The Security will bear no interest. Landlord is entitled to commingle the Security with other funds of Landlord.
4.4.3 Should the entire Security, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue Minimum Rent, Additional Rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant will, upon the written demand or Landlord, forthwith remit a sufficient amount in cash to restore the Security to the original sum deposited, and Tenant’s failure to do so within ten (10) days after receipt of such demand will constitute a Default under this Lease.
4.4.4 If Tenant fully and faithfully complies with all of the terms, covenants and conditions of this Lease, then the Security, or any balance of it remaining, will be returned to Tenant within thirty (30) days after the Expiration Date or within thirty (30) days after any later date on which Tenant vacates the Leased Premises. In the absence of evidence satisfactory to Landlord of any assignment of right to receive the Security or the remaining balance of it, Landlord may return the Security to the original Tenant, regardless of one or more assignments of Tenant’s interest in the Security. In such event, upon return of the Security (or balance of it) to the original Tenant, Landlord will be completely relieved of liability with respect to the Security.
4.4.5 In the event of a transfer of Landlord’s interest in the Leased Premises, Landlord will have the right to transfer the Security to the transferee of Landlord’s interest. In such event, Landlord will be deemed released by Tenant from all liability for the return of the Security and Tenant agrees to look solely to the transferee for the return of the Security.
4.4.6 The Security will not be mortgaged, assigned, pledged, hypothecated or encumbered in any way by Tenant. No action of Landlord in enforcing its rights with respect to a Default will be deemed to be a termination of this Lease so that Tenant will be entitled to the return of the Security.
Appears in 1 contract
Samples: Lease (Suncoast Bancorp Inc)
Security. The due Section 31.1 Tenant shall deposit with Landlord on the signing of this ------------ Lease the sum of One Million Seven Hundred Ninety-Two Thousand Dollars ($1,792,000), or at Tenant's option, a "clean", unconditional, irrevocable and punctual transferable letter of credit (the "Letter of Credit") in the same amount, in ----------------- the form set forth as Exhibit C attached hereto and made a part hereof, issued --------- by and drawn on a bank reasonably satisfactory to Landlord and which is a member of the New York Clearing House Association, for the account of Landlord, for a term of not less than one (1) year, as security for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions of this Lease, including, without limitation, the surrender of possession of the Premises to Landlord as herein provided. If an Event of Default shall occur and be continuing, Landlord may apply or retain the whole or any part of the security so deposited, or present the Letter of Credit for payment and apply or retain the whole or any part of the proceeds thereof, as the case may be, and to the extent necessary (i) for the payment of the principal ofany Fixed Rent, premiumEscalation Rent or any other item of Rental as to which Tenant is in default, if any, and interest on the Senior Notes when and as the same shall (ii) for any sum which Landlord may expend or be due and payable, whether on an Interest Payment Date, at maturity, required to expend by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance reason of all other obligations Tenant's default in respect of any of the Issuers terms, covenants and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution conditions of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior NotesLease, by its acceptance thereofincluding, consents and agrees to the terms of the Collateral Documents without limitation, any damage, expense (including, without limitation, attorneys' fees and disbursements) or liability incurred or suffered by Landlord, and (iii) against any damages or deficiency which Landlord may suffer or incur in the provisions providing for foreclosure and release reletting of Collateral) the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re- entry by Landlord. If Landlord applies or retains any part of the proceeds of the Letter of Credit or the security so deposited, as the same case may be, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord shall have the full deposit on hand at all times during the Term. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Letter of Credit or the security, as the case may be, shall be in effect returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord. In the event of a sale or leasing of the Real Property or the Building, Landlord shall have the right to transfer the Letter of Credit or the security, as the case may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver be, to the Collateral Agent copies of all documents executed pursuant vendee or lessee who shall assume in writing Landlord's obligations under this Lease including those with respect to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereundersecurity, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents.duplicate original copy of
Appears in 1 contract
Security. )1( As security for repayment of the Loan and all other amounts owed pursuant to the Loan Documents )in each case in form and substance satisfactory to the Lender(;
)a( When maintenance of Bank Account is applicable, the Borrower shall )i( maintain the Bank Account for the Tenor, and )ii( to maintain sufficient fund to meet the requirement for payments of all Monthly Installment Amounts on the respective Monthly Installment Dates;
)b( If the Borrower maintains the Bank Account, the Borrower shall keep with the Lender at all times an undated, signed cheque in favor of Emirates NBD )PJSC( to cover 100% of the Total Loan and estimated interest hereunder; and
)c( For the purpose of clause D)4( above, the Borrower shall provide the Lender such post- dated cheque required for repayment of the Loan prior to the disbursement of the Loan amount;
)d( The due Borrower shall execute in favor of the Lender a demand promissory note for the entire Loan Amount and punctual interest.
)2( No one item of security now existing or hereinafter taken to secure any part of the Loan or the performance of any obligation or liability of the Borrower to the Lender whatsoever shall in any manner affect or impair the security the Borrower is required to provide under the Loan Documents or any other remedies or claims available to the Lender under applicable agreement, laws, regulations or otherwise. Therefore, in the event that the proceeds of one item of security fail to satisfy any or all of the obligations of the Borrower to the Lender or the Lender is waiting receipt of payment of the principal ofproceeds of another item of security, premium, if anyremedies or claims as are available to it, and interest on the Senior Notes when and as the same shall Borrower will continue to be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other liable for its obligations of the Issuers and the Guarantors to the Holders of Senior Notes, Lender under the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Loan Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, its obligation to repay the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to amounts outstanding under this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsAgreement.
Appears in 1 contract
Security. The due and punctual payment of the principal of, premiumpremium and Liquidated Damages, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premiumpremium and Liquidated Damages, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Note Guarantors to the Holders of Senior Notes, Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Notes and the other Senior Notes DocumentsNote Guarantees, according to the terms hereunder or thereunder, shall be secured by the Note Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties Note Guarantors have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of CollateralNote Collateral as well as any additional intercreditor arrangements entered into by the Trustee pursuant to Section 7.12 hereof) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Note Guarantors shall deliver to the Collateral Agent Trustee copies of all documents executed pursuant to this Indenture and Indenture, the Collateral Documents and the Intercreditor Agreement and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents and/or the Intercreditor Agreement to assure and confirm to the Collateral Agent Trustee the security interest in the Note Collateral contemplated hereby, by the Collateral Documents and the Intercreditor Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Note Guarantees secured hereby, according to the intent and purposes herein and therein expressed. The Issuers shall take, or shall cause their its Restricted Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents and/or the Intercreditor Agreement to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsNote Collateral, subject to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Las Vegas Sands Inc)
Security. The due and punctual payment Tenant has deposited with Kindred a cash sum equal to one monthly installment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainFixed Rent hereunder, as security for (i) the obligations faithful performance and observance by Tenant of the Issuers terms, provisions and conditions of this Lease and (ii) the faithful performance and observance by the applicable tenants and subtenants of the terms, provisions and conditions of each of the Combined Leases (each of the Combined Leases shall be referred to in the singular, as a "Combined Lease"). It is agreed that in the event Tenant or the applicable tenant or subtenant defaults in respect of any of the terms, provisions and conditions of this Lease or any of the Combined Leases, including, but not limited to, the payment of Rent, Kindred or Lessor or the applicable landlord or sublandlord under a Combined Lease may, after notice to Tenant and the expiration of any applicable grace period provided for in this Lease or the applicable Combined Lease, as applicable with respect to such default, use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Rent or any other sum as to which Tenant or the tenant or subtenant under the applicable Combined Lease is in default or for any sum which Lessor or the relevant landlord or sublandlord may expend or may be required to expend by reason of Tenant's or the applicable tenant's default in respect of any of the terms, covenants and conditions of this Lease or any of the Combined Leases, including but not limited to, any damages or deficiency in the reletting of the Leased Property or the facility under the applicable Combined Lease, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Lessor or the landlord or sublandlord under the applicable Combined Lease. In any such event, Tenant shall promptly on demand deposit with Lessor so much of the security as shall have been so expended so that Lessor shall at all times have the full security deposit required hereunder. In the event that Tenant shall fully and faithfully comply with all of the terms, a valid provisions, covenants and enforceable perfected priority Lien in conditions of this Lease, the security (less any portion thereof which Lessor is entitled to retain) shall be returned to Tenant after the date fixed as the end of the Lease and on all after delivery of possession of the Collateral Leased Property to Lessor in accordance with the terms provisions of Section 40.3. Lessor shall hold such security and shall not be required to account to Tenant with respect to such security and shall not be required to pay any interest thereon. Lessor shall have the Collateral Documentsright to commingle such security with any other funds.
Appears in 1 contract
Samples: Operations Transfer Agreement (Kindred Healthcare Inc)
Security. The due Section 20.1 Tenant has deposited with Landlord the sum of $45,000.00 (the "Security Amount") as security for the faithful performance and punctual payment observance by Tenant of the principal ofterms, premiumprovisions and conditions of this lease (such amount, together with any interest theretofore earned thereon, if any, and interest on being herein called the Senior Notes when and as "Security Deposit"). If Tenant defaults hereunder, Landlord may use, apply or retain the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption whole or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations any part of the Issuers and the Guarantors Security Deposit to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture extent required for the benefit payment of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing any Rent or for foreclosure and release of Collateral) as the same any sum which Landlord may be in effect expend or may be amended from time required to time expend by reason of Tenant's default, including any damages or deficiency in the re-letting of the Premises, whether accruing before or after summary proceedings, or other re-entry by Landlord. In the case of every such use, application or retention, Tenant shall, on demand, pay to Landlord the sum so used, applied or retained which shall be replenished to its former amount, so that Landlord shall at all times have a Security Deposit in the amount of the Security Amount. If Tenant shall fully and punctually comply with all of the terms and conditions of this lease, then the Security Deposit (or portion thereof to which Tenant is entitled) shall be returned or paid over to Tenant within forty-five (45) days after the expiration or termination of this lease and delivery of exclusive possession of the Premises to Landlord in accordance with its terms and authorizes and directs herewith. In the Collateral Agent event of a sale or lease of the Building (or the portion thereof containing the Premises), Landlord shall have the right to enter into transfer the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver Security Deposit to the Collateral Agent copies vendee or lessee, Landlord shall ipso facto be released by Tenant from all liability for the return of all documents executed pursuant such Security Deposit and Tenant agrees to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm look solely to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available new Landlord for the security and benefit return of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents.said
Appears in 1 contract
Security. The due and punctual payment of (a) On the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Closing Date, at maturity, by acceleration, repurchase, redemption or otherwise, the Company shall (i) enter into the Escrow and interest on Security Agreement and comply with the overdue principal of, premium, if any, terms and interest on provisions thereof and (ii) purchase the Senior Notes and performance of all other obligations of the Issuers and the Guarantors Pledged Securities to be pledged to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders in an amount equal to the net proceeds to be received by the Company from the sale of Senior the Notes. At all times the Company shall maintain Pledged Securities pledged to the Trustee for the benefit of the Holders in such amount as will be sufficient upon receipt of scheduled interest and/or principal payments of such Pledged Securities, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to provide for payment in full of the first six scheduled interest payments due on the outstanding Notes. The Pledged Securities shall be pledged by the Company to the Trustee for the benefit of the Holders and shall be held by the Trustee in the Pledge Account pending disposition pursuant to the Escrow and Security Agreement.
(b) Each Holder of Senior NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents Escrow and Security Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateralthe Pledged Securities) as the same may be in effect or may be amended from time to time in accordance with its terms terms, and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents Escrow and Security Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall Company will do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents Escrow and Security Agreement, to assure and confirm to the Collateral Agent Trustee the security interest in the Collateral Pledged Securities contemplated hereby, by the Collateral Documents Escrow and Security Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers Company shall take, or shall cause their Subsidiaries to take be taken, any and all actions reasonably required (and any action requested by the Trustee) to cause the Collateral Documents Escrow and Security Agreement to create and maintain, as security for the obligations of the Issuers hereunderCompany under this Indenture and the Notes, a valid and enforceable perfected first priority Lien liens in and on all the Collateral Pledged Securities, in accordance favor of the Trustee, superior to and prior to the rights of third Persons and subject to no other Liens.
(c) The release of any Pledged Securities pursuant to the Escrow and Security Agreement will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Securities are released pursuant to this Indenture and the Escrow and Security Agreement. To the extent applicable, the Company shall cause TIA Section 314(d) relating to the release of property or securities from the Lien and security interest of the Escrow and Security Agreement (other than pursuant to Section 7(a), 7(c) and 7(d) thereof) and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Escrow and Security Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company.
(d) The Company shall cause TIA Section 314(b), relating to opinions of counsel regarding the Lien under the Escrow and Security Agreement, to be complied with. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments.
(e) The Trustee, in its sole discretion and without the consent of the Holders, may, and at the request of the Holders of at least 25% in aggregate principal amount of Notes then outstanding shall, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral DocumentsEscrow and Security Agreement and (ii) collect and receive any and all amounts payable in respect of the obligations of the Company thereunder. The Trustee shall have power to institute and to maintain such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Pledged Securities (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee).
Appears in 1 contract
Samples: Indenture (Dobson Wireline Co)
Security. The due Tenant shall at all times maintain on deposit with the Landlord cash in the Required Amount as security for the full and punctual payment faithful keeping, observance and performance of all of the principal ofcovenants, premiumagreements, terms, provisions and conditions of this Lease provided to be kept observed or performed by the Tenant (expressly including without being limited to, the payment as and when due of the fixed rent, percentage rent, if any, additional rent and interest any other sums or damages payable by the Tenant under this Lease) and the payment of any and all other damages for which the Tenant shall be liable by reason of any act or omission contrary to any of said covenants, agreements, terms, provisions or conditions. If at any time the Tenant shall be in default in the payment as aforesaid of any such fixed rent, percentage rent, additional rent, and/or any other sums or damages or shall otherwise be in default in the keeping, observance or performance of any of the covenants, agreements, terms, provisions or conditions of this Lease, then at the Landlord's election, the cash on deposit with it as aforesaid may be applied by the Senior Notes when Landlord to the payment of the fixed rent, percentage rent, additional rent, other sums or damages in respect to which the Tenant is so in default and/or, if the Tenant is otherwise in default in the keeping, observing or performing as aforesaid of any of the covenants, agreements, terms, provisions or conditions of this Lease, said cash on deposit may be applied by the Landlord to the payment of such costs and expenses as the same Landlord shall incur in curing any such default. If as a result of any such application of any such cash, the amount of cash so on deposit with the Landlord shall at any time be due and payableless than that hereinabove specified, whether on the Tenant shall forthwith deposit with the Landlord additional cash in an Interest Payment Dateamount equal to the deficiency. If, at maturitythe expiration of the term of this Lease, by accelerationall of said fixed rent, repurchase, redemption or otherwise, and interest on the overdue principal of, premiumpercentage rent, if any, additional rent, other sums or damages, costs or expenses shall have been paid by the Tenant to the Landlord and interest on the Senior Notes and Tenant shall not be in default in the keeping, observance or performance of all any other obligations covenant, agreement, term, provision or condition of this Lease, then the Landlord shall return to the Tenant all, or such part of the Issuers and the Guarantors to the Holders of Senior Notescash, the Trustee or the Collateral Agent under this Indentureif any, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously then on deposit with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed Landlord pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsArticle.
Appears in 1 contract
Security. 19.1 Simultaneously with the delivery to Sublandlord of an executed counterpart of the Sublease, Subtenant shall tender Security (as defined herein) in the amount of $273,090.00 (5 times monthly rent) in the form of either (i) a check payable to Sublandlord (the “Cash Security”) or (ii) an irrevocable letter of credit in favor of Sublandlord (or any other beneficiary as may be designated by Sublandlord during the term hereof, in which event Subtenant shall pay any transfer or other fees which may be imposed by the issuing bank), in a form reasonably acceptable to Sublandlord (the “LC”) (the Cash Security and LC shall hereinafter be referred collectively as the “Security”). The due Security shall be tendered for the faithful performance and punctual observance by Subtenant of the terms, provisions, covenants and conditions of this Sublease. Sublandlord shall not be required to deposit the Cash Security in a segregated or interest-bearing account, unless required by applicable law, but, in the event that Sublandlord shall maintain same in an interest-bearing account, Sublandlord shall be permitted to retain from the Cash Security, as an administrative fee, one percent (1%) of any interest accruing thereon, to the extent permitted at law. In the event of a default by Subtenant under the Sublease, Sublandlord may use, apply, or retain, the whole, or any part, of the Security, to the extent required for the payment of the principal ofany Rent, premiumor any sum which Sublandlord may expend, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time required to time expend, by reason of such event of default, including, but not limited to, any damages or deficiencies in accordance with its terms and authorizes and directs the Collateral Agent reletting of the Sublet Premises. In the event that any portion of the Security is used, applied, or retained, by Sublandlord, as permitted hereunder, Subtenant shall replenish such amount within five (5) business days after receipt of Sublandlord’s written demand therefor. Upon the expiration of the term of the Sublease, the Security shall be returned to enter into Subtenant (less any amount applied as provided for hereunder), within thirty (30) days after (i) the Collateral Documents and Expiration Date or earlier termination of the Sublease or (ii) Subtenant’s surrender of the Sublet Premises to perform its obligations and exercise its rights thereunder Sublandlord in accordance therewith. The Issuers and the Guarantors shall deliver condition required hereunder, whichever is the later to occur.
19.2 Notwithstanding anything contained in Section 19.1 hereof to the Collateral Agent copies of all documents executed pursuant to this Indenture contrary, provided (i) that Subtenant has not been in default under the Sublease at any time prior thereto and (ii) the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions full amount of the Collateral Documents Security is then on deposit with Sublandlord, then, in such event, effective as of the first day of the twenty-five (25th) complete calendar month following the Commencement Date, upon Subtenant’s delivery to assure and confirm to the Collateral Agent the security interest Sublandlord of a written notice requesting a reduction in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and amount of the Senior Notes Security held by Sublandlord, either the (i) Cash Security shall be reduced to $163,854.00 (3 times monthly rent) and Sublandlord shall refund to Subtenant the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations remaining balance of the Issuers hereunder, a valid and enforceable perfected priority Lien in and Cash Security then on all deposit or (ii) the Collateral in accordance LC shall be replaced with the terms of the Collateral Documentsan LC for $163,854.
Appears in 1 contract
Security. The due 4.01. Tenant has deposited with Landlord either the Security Letter (as such term is defined in Section 4.02 hereof) or the sum of Twelve Million and punctual 00/100 ($12,000,000.00) Dollars as security for the full and faithful performance and observance by Tenant of Tenant's covenants and obligations under this Lease. If Tenant defaults beyond notice and the expiration of any applicable cure period, in the full and prompt payment and performance of any of Tenant's covenants and obligations under this Lease, including, but not limited to, the payment of Fixed Rent and Additional Charges, Landlord may, but shall not be required to, use, apply or retain the principal of, premiumwhole or any part of the security so deposited and the interest accrued thereon, if any, to the extent required for the payment of any Fixed Rent and interest on Additional Charges or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the Senior Notes when terms, covenants and as conditions of this Lease, including, but not limited to, any damages or deficiency in the same shall be due and payablereletting of the Premises, whether on an Interest Payment Datesuch damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, at maturity, by acceleration, repurchase, redemption apply or otherwise, and retain the whole or any part of the security or the interest on the overdue principal of, premiumaccrued therein, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors Tenant shall upon demand immediately deposit with Landlord a sum equal to the Holders amount so used, applied or retained (but not in excess of Senior Notes$12,000,000, as such amount may be reduced from time to time as provided in Section 4.06 hereof), as security as aforesaid failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable grace period. If Tenant shall pay all Fixed Rent and Additional Charges due and payable under this Lease and shall surrender the Premises to Landlord in accordance with the provisions of this Lease, the Trustee security or any balance thereof, to which Tenant is entitled, if same has not been previously returned to Tenant in accordance with the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunderprovisions of Section 4.06 hereof, shall be secured by returned or paid over to Tenant after the Collateraldate fixed as the end of this Lease and after delivery to Landlord of entire possession of the Premises. In the event of a sale, as provided transfer or leasing of Landlord's interest in the Collateral Documents which Building whether or not in connection with a sale, transfer or leasing of the Issuers Land to a vendee, transferee or lessee, Landlord shall have the right to transfer the unapplied part of the security and the applicable parties have entered into simultaneously interest thereon, if any, to which Tenant is entitled, to the vendee, transferee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof, and Tenant shall look solely to the new landlord for the return or payment of the same. The provisions of the preceding sentence shall apply to every subsequent sale, transfer or leasing of the Building, and any successor of Landlord shall, upon a sale, transfer, leasing or other cessation of the interest of 34 such successors in the Building, whether in whole or in part, pay over any unapplied part of said security to any vendee, transferee or lessee of the Building and shall thereupon be relieved of all liability with the execution respect thereto. Except in connection with a permitted assignment of this Indenture for Lease, Tenant shall not assign or encumber or attempt to assign or encumber the benefit monies deposited herein as security or any interest thereon to which Tenant is entitled, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In any event, in the absence of evidence satisfactory to Landlord of an assignment of the Holders of Senior Notes. Each Holder of Senior Notesright to receive the security, by its acceptance or the remaining balance thereof, consents and agrees Landlord may return the security to the terms original Tenant regardless of one or more assignments of this Lease. If and to the Collateral Documents extent that the security deposit is held in cash form (including, without limitation, any proceeds from a drawing down of the provisions providing Security Letter which have not been applied to Tenant's obligations in accordance with this Article 4), such cash shall be held in a segregated interest-bearing account at a commercial bank licensed to do business in New York or in a self-insured money market fund having assets of not less than $500,000,000. Any interest earned on such account shall be remitted to Tenant annually.
4.02. In lieu of the cash security deposit provided for foreclosure in Section 4.01 hereof, Tenant may at any time during the term hereof deliver to Landlord and release of Collateral) shall thereafter, except as the same may be otherwise provided herein, maintain in effect at all times during the term hereof, a clean, irrevocable letter of credit, in form and substance substantially as set forth on Exhibit G-1 or Exhibit G-2 annexed hereto (which, in each such case, may be amended after the determination of the Rent Commencement Date solely for the purpose of stating the actual effective dates for the reductions referred to in Section 4.06, provided that the form of such amendment shall be delivered to and approved by Landlord in draft form prior to its issuance, Landlord's approval not to be unreasonably withheld or delayed), in the amount of the security required pursuant to this Article 4, issued by a commercial bank reasonably satisfactory to Landlord (Landlord hereby acknowledging that Bank of New York is satisfactory for this purpose) and having its principal place of business or its duly licensed branch or agency in the State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given by certified or registered mail, return receipt requested not less than sixty (60) days prior to the expiration thereof. Except as otherwise provided in this Article 4, Tenant shall, throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a "Security Letter") no later than sixty (60) days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be not less than one (1) year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacements of a Security Letter within the time limits set forth in this Section 4.02, Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder. In the event Tenant furnishes Landlord with a Security Letter which contains a final expiration date which will occur prior to time the date that the security deposit under this Article 4 shall be reduced to zero in accordance with its terms the schedule set forth in Section 4.06 hereof, Tenant shall furnish Landlord with a replacement Security Letter, in form and authorizes substance reasonably satisfactory to Landlord, within forty-five (45) days prior to the final expiration date of Tenant's existing Security Letter, and directs the Collateral Agent if Tenant fails to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder furnish such a replacement Security Letter in accordance therewith. The Issuers and with the Guarantors foregoing, Tenant shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause be deemed to be done all in default hereunder and Landlord shall be entitled to draw down the full amount of the existing Security Letter and retain such acts and things amount as may security hereunder in which event the proceeds thereof shall be 71 necessary applied or proper, or held as may be required by cash security in accordance with the provisions of Section 4.01 hereof. At any time that Landlord is holding a Security Letter hereunder, Tenant shall have the Collateral Documents right to assure and confirm a return of such Security Letter upon delivery to Landlord of a cash security deposit in the Collateral Agent amount of the security interest then required to be maintained under this Article 4 to be held by Landlord in accordance with this Article 4, provided that Tenant shall give not less than five (5) Business Days prior written notice to Landlord of such election to replace the Collateral contemplated herebySecurity Letter with cash and provided further that until such cash security deposit is delivered to Landlord, Landlord shall retain all of its rights under this Article 4 to present and receive payment on such Security Letter. Tenant shall have the right to substitute for any Security Letter then being held by Landlord a substitute Security Letter which satisfies all of the Collateral Documents requirements of this Article 4, provided that Landlord shall not be obligated to relinquish the Security Letter then being held by Landlord until such new Security Letter has been delivered to Landlord.
4.03. In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease beyond notice and the expiration of any applicable cure period, and Landlord utilizes all or any part thereof, as from time to time constituted, so as to render the same available for of the security represented by the Security Letter but does not terminate this Lease as provided in Article 22 hereof, Landlord may, in addition to exercising its rights as provided in Section 4.01 hereof, retain the unapplied and benefit of this Indenture and unused balance of the Senior Notes and principal amount of the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Security Letter as security for the obligations faithful performance and observance by Tenant thereafter of the Issuers terms, provisions, and conditions of this Lease, and may use, apply, or retain the whole or any part of said balance to the extent required for payment of Fixed Rent, Additional Charges, or any other sums as to which Tenant is in default after the giving of notice and the expiration of any applicable cure period or for any sum which Landlord may expend or be required to expend by reason of Tenant's default in respect of any of the terms, covenants, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be not less than the security required by Article 4. If Tenant shall deliver a valid and enforceable perfected priority Lien new Security Letter to Landlord in and on all the Collateral amount required hereunder to restore the security deposit to the amount required by this Article 4 in accordance with the terms foregoing, Landlord agrees to promptly return to Tenant any cash amount then being held by Landlord as security hereunder. 36
4.04. In the event of a sale of the Collateral DocumentsBuilding, Landlord shall have the right to require Tenant to deliver a replacement Security Letter naming the new Landlord as beneficiary and, if Tenant shall fail to timely deliver the same within ten (10) Business Days after written request therefor, to draw down the existing Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is delivered. Tenant hereby acknowledges and agrees that in connection with any transfer by Landlord or its successors or assigns hereunder of Landlord's interest in the Security Letter delivered by Tenant pursuant to this Article 4, Tenant shall be solely liable to pay any transfer fees charged by the issuing bank to Landlord or the transferee in connection with any such transfer of the Security Letter, as Additional Charges hereunder, within twenty (20) days after delivery to Tenant of an invoice therefor, but Tenant shall not be responsible for such transfer fees (i) if the transferee is an Affiliate (as such term is defined in Section 44.06 hereof) of Landlord, or (ii) for more than one transfer in any two (2) year period.
4.05. Provided and on condition that Tenant is not then in default, after notice and the expiration of any applicable cure period, with respect to any of the terms, provisions, covenants and conditions of this Lease on its part to be performed, then Landlord agrees that the amount of the security deposit required pursuant to this Article 4 hereof shall be reduced automatically in accordance with the following schedule:
(i) from and after the first anniversary of the Rent Commencement Date, the amount of the security deposit shall be reduced by $2,400,000.00, to $9,600,000.00;
(ii) from and after the second anniversary of the Rent Commencement Date, the amount of the security deposit shall be further reduced by $2,400,000.00, to $7,200,000.00;
(iii) from and after the third anniversary of the Rent Commencement Date, the amount of the security deposit shall be further reduced by $2,400,000.00, to $4,800,000.00;
(iv) from and after the fourth anniversary of the Rent Commencement Date, the amount of the security deposit shall be further reduced by $2,400,000.00, to $2,400,000.00; and
(v) from and after the fifth anniversary of the Rent Commencement Date, the amount of the security deposit shall be reduced to $0, and any remaining security including any interest accrued thereon, shall be returned to Tenant. If Tenant is not entitled to a reduction of the security deposit on any of foregoing dates by reason of Tenant then being in default under this Lease after the giving of notice and the expiration of any applicable cure period as hereinabove provided, then provided Landlord has not terminated this Lease by reason of such default or applied the security deposit (or a portion thereof in excess of the applicable reduction), Tenant's right to have the amount of the security deposit reduced pursuant to this Section 4.05 shall be reinstated upon Tenant's cure of such default.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 15 Inc)
Security. The due On the Effective Date, Tenant shall deposit with Landlord a security deposit in the amount of $213,000.00, as a security for the performance by Tenant of its obligations under this Lease (the “Security Deposit”). If Tenant is in default, Landlord may, but without obligation to do so, use the Security Deposit, or any portion thereof, to cure the default or to compensate Landlord for all damages sustained by Landlord resulting from Tenant’s default, including, but not limited to Landlord’s attorney’s fees and punctual payment costs. Tenant shall, immediately on demand, pay to Landlord a sum equal to the portion of the principal ofSecurity Deposit so applied or used so as to replenish the amount of the Security Deposit held to increase such deposit to the amount initially deposited with Landlord. Within thirty (30) days after the termination of this Lease, premiumLandlord shall return the Security Deposit to Tenant, if anyless such amounts as are reasonably necessary, as determined solely by Landlord, to remedy Tenant’s default(s) hereunder. If the cost to restore the Premises to the condition agreed upon herein exceeds the amount of the Security Deposit, Tenant shall promptly deliver to Landlord any and all of such excess sums as reasonably determined by Landlord. Landlord shall not be required to keep the Security Deposit separate from other funds, and, unless otherwise required by law, Tenant shall not be entitled to interest on the Senior Notes when and as Security Deposit. In no event or circumstance shall Tenant have the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations right to any use of the Issuers and Security Deposit and, specifically, Tenant may not use the Guarantors Security Deposit as a credit or to otherwise offset any payments required hereunder, including, but not limited to, Rent or any portion thereof. On the Holders commencement of Senior Notes, any Extended Term the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, Tenant shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously deposit with the execution of this Indenture for Landlord, along with the benefit of the Holders of Senior Notes. Each Holder of Senior Notesfirst rent due during such Extended Term, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or any additional sum as may be required by to bring the provisions Security Deposit up to the full amount of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or initial Base Monthly Rent for any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentssuch Extended Term.
Appears in 1 contract
Samples: Lease (Echelon Corp)
Security. The due Tenant shall provide security for the full and punctual payment faithful performance of Tenant's obligations hereunder in the amount of Four Million Six Hundred Thousand Dollars ($4,600,000) (the "Security Amount"), which amount is subject to reduction as provided below. Such security may be in the form of cash or a letter of credit meeting the requirements set forth below, and shall be delivered not less than fifteen (15) days prior to the Commencement Date; provided, however, that if such security is in the form of a letter of credit, then Tenant shall deliver the form of such letter of credit to Landlord for its review (so that Landlord can confirm that such letter of credit when issued will meet the requirements set forth below) at least thirty (30) days prior to the Commencement Date. If all or any portion of the principal ofsecurity is in the form of a letter of credit, premium, if any, such letter of credit shall (i) be issued by a reputable and interest on the Senior Notes when and recognized financial institution satisfactory to Landlord in its reasonable discretion; (ii) name Landlord as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance beneficiary; (iii) provide for draw of all other obligations or any portion of the Issuers and credit in one or more than one draw upon certification by Landlord that Landlord is entitled to draw the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees amount thereof pursuant to the terms of the Collateral Documents this Lease; (including, without limitation, the provisions providing for foreclosure iv) have a term of not less than one (1) year; and release of Collateral(v) as the same may otherwise be in effect or may be amended form and substance satisfactory to Landlord in its reasonable discretion. It is understood that from time to time a portion of the security may be in accordance the form of cash ("Cash Security") and a portion in the form of a letter of credit, provided that at all times, Landlord shall be entitled to hold security totaling the Security Amount (taking into account Cash Security plus the undrawn amount of any letter of credit then held as security).
(1) Tenant shall have the right to substitute a letter of credit for Cash Security held at any time upon presentation to Landlord of a letter of credit in the amount of the Cash Security to be returned to Tenant, provided that (i) Tenant shall not then be in Default under this Lease and no event or action shall have occurred which, with its terms the giving of notice or the lapse of time or both, would constitute a Default by Tenant; (ii) the letter of credit shall meet all the requirements set forth above; (iii) Landlord shall not be required to hold more than one (1) letter of credit at any one time; and authorizes and directs (iv) the Collateral Agent to enter amount of security held by Landlord at all times (taking into account the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers amount of Cash Security and the Guarantors undrawn amount of any letter of credit) shall deliver to equal the Collateral Agent copies of Security Amount then in effect.
(2) If all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereofof the security held by Landlord is in the form of a letter of credit, as from then not less than thirty (30) days prior to the expiration date of the letter of credit, Tenant shall cause the term of the letter of credit to be extended (by amendment or by substitution of a replacement letter of credit having an extended expiration date and otherwise meeting all requirements for the letter of credit specified above) for a period of not less than one (1) year; provided, that if less than one (1) year remains in the term of this Lease at the time to time constitutedextension (of the term of the letter of credit) is required, then the term of the letter of credit may be extended for a shorter period than one (1) year, so long as the term is extended to render a date not less than thirty (30) days after the same available scheduled expiration date of this Lease. If for any reason the term of the letter of credit has not been so extended at least thirty (30) days prior to its expiration date, then Landlord shall have the right to draw the full amount of the letter of credit and to retain such cash as Cash Security for the security full and benefit faithful performance of Tenant's obligations under this Lease. Landlord shall return the Cash Security held under the preceding sentence (or so much of it as Landlord has not previously used, applied or retained under the terms of this Indenture Section 2.6) subject to and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms and conditions of Section 2.6(1) above. In addition, if for any other reason Landlord at any time draws on the letter of credit in an amount in excess of the Collateral Documentsamount Landlord is then using, applying or retaining under the terms of this Section 2.6, Landlord shall likewise hold such cash (not then used, applied or retained) as part of Cash Security; and Landlord acknowledges that Tenant has the right under Section 2.6(1) above to have such cash returned (or so much of it as Landlord has not previously used, applied or retained under the terms of this Section 2.6) subject to and in accordance with the terms and conditions of Section 2.6(1).
(3) If Tenant is in Default with respect to any obligation or provision of this Lease, Landlord may resort to the security held hereunder for the payment of any rent or other charge in Default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's Default, or to compensate Landlord for any loss or damage which Landlord might suffer thereby. If all or any portion of the security is in the form of a letter of credit, then Landlord may draw against the letter of credit and may use, apply or retain all sums so drawn for any purpose described in the foregoing sentence (that is, for payment of any rent or other charge in Default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's Default, or to compensate Landlord for any loss or damage which Landlord might suffer thereby). If Landlord draws upon such letter of credit in any amount and uses, applies or retains the amount of such draw as permitted above, then Tenant shall, within ten (10) days after Landlord's written demand, either (i) deposit with Landlord Cash Security in the full amount drawn and used, applied or retained by Landlord; or (ii) provide a substitute letter of credit meeting the requirements set forth at the beginning of this Section 2.6 and in an amount which (when combined with any Cash Security held by Landlord and not previously used, applied or retained by Landlord as permitted under Section 2.6(4) below) will satisfy the Security Amount then in effect. If Tenant elects to provide a substitute letter of credit pursuant to clause (ii) of the preceding sentence, Landlord shall, promptly upon receipt of such substitute letter of credit, return to Tenant the original letter of credit.
(4) If all or any portion of the security held by Landlord is in the form of Cash Security, Landlord shall also have the right to use, apply or retain any such Cash Security for the payment of any rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's Default, or to compensate Landlord for any loss or damage which Landlord might suffer by reason of Tenant's Default. If Landlord so uses, applies or retains any amount of Cash Security as permitted above, then Tenant shall, within ten (10) days after Landlord's written demand, deposit with Landlord additional Cash Security in the full amount so used, applied or retained by Landlord.
(5) If a portion of the security is in the form of Cash Security and a portion in the form of a letter of credit, Landlord may resort to either portion, or to both, all in Landlord's sole and absolute discretion.
(6) Landlord shall not be required to keep any Cash Security separate from its general accounts and Tenant shall not be entitled to any interest on any such Cash Security (or on any letter of credit), and Tenant hereby specifically waives any requirement that Landlord pay any such interest. If Tenant performs all of Tenant's obligations hereunder, any Cash Security for Tenant's obligations hereunder, or so much thereof as has not theretofore been used or applied by Landlord, shall be returned, without payment of interest or any other increment for its use, to Tenant or, at Landlord's option, to the last assignee, if any, of Tenant's interest hereunder, within thirty (30) days after (i) expiration of the term hereof or (ii) the date Tenant vacates the Premises, whichever is later. The use, application, or retention of any Cash Security or of any amount drawn under any letter of credit shall not prevent Landlord from exercising any other remedy provided hereunder or at law, and shall not be construed as liquidated damages. No trust or fiduciary relationship is created herein between Landlord and Tenant with respect to any Cash Security or any letter of credit. If Landlord transfers the Premises during the term hereof, Landlord (i) may require that Tenant promptly amend any letter of credit to show Landlord's transferee as the new beneficiary of the Letter of Credit, and (ii) shall pay any Cash Security then held by Landlord to Landlord's transferee in accordance with Civil Code Section 1950.7 or any successor statute, in which event the transferring Landlord shall be released from all liability for the return of any Cash Security.
(7) The Security Amount shall be Subject to reduction on and as of the second anniversary of the Commencement Date and each anniversary thereafter, subject to the terms and conditions of this Section 2.6(7). The amount of the reduction as of each anniversary shall be equal to $1,000,000.00, except that in no event shall the Security Amount be less than the total amount of rent payable hereunder during the last three (3) months of the scheduled term of this Lease. It shall be a condition to Tenant's right to reduce the Security Amount that (i) no Default shall then exist under this Lease, and no event or action shall have occurred which, with the giving of notice or the lapse of time or both, would constitute a Default by Tenant; (ii) no Default arising from Tenant's failure to pay rent or any other money required to be paid under this Lease shall have previously occurred (even if cured) under this Lease; and (iii) Tenant shall provide current financial statements and other information, in form and substance satisfactory to Landlord and certified to Landlord's reasonable satisfaction, showing that Tenant has (a) a market capitalization of not less than $1,000,000,000.00, and (b) cash reserves of not less $100,000,000.00. All terms of and requirements for the Letter of Credit shall remain unchanged notwithstanding that the amount of the Letter of Credit may be reduced hereunder.
Appears in 1 contract
Samples: Lease (Cv Therapeutics Inc)
Security. The due and punctual payment of As security for the principal ofLoan, premiumBorrower will, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously contemporaneous -------- with the execution of this Indenture Agreement, execute and deliver to Lender a security agreement in the form attached hereto as Exhibit "B" granting to Lender a first priority lien and security interest on, in and to all of the assets of Borrower, now owned or hereafter acquired, (hereinafter sometimes referred to as "Collateral") free of all claims, liens and encumbrances except for claims, liens and encumbrances, if any, listed on Exhibit "C" and except for liens and encumbrances in favor of Lender. At the closing of each Draw Down, Borrower will execute and deliver to Lender a Note, and such other documents in form and substance reasonably satisfactory to Lender. Borrower shall also execute and deliver to Lender, in form and substance satisfactory to Lender, a UCC financing statement and such other documents requested by Lender to perfect the liens and security interests referred to in this paragraph. As further security for the benefit of the Holders of Senior Notes. Each Holder of Senior NotesLoan, by its acceptance thereof, consents Borrower hereby assigns and agrees grants to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the Lender a security interest in the Collateral contemplated herebyand to all property of Borrower which is or may hereafter be in Lender's possession in any capacity including all monies owed or to be owed by Lender to Borrower including without limitation monies held in bank depository accounts; and with respect to all such property, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render Lender shall have the same available for rights as it has to any Collateral, and Borrower acknowledges and agrees that, without limiting any other right of Lender, whenever Lender has the security right to declare any indebtedness to be immediately due and benefit of this Indenture payable (whether or not it has so declared), Lender may set off against the indebtedness all monies then owed to Borrower by Lender in any capacity, including without limitation monies held in bank depository accounts, whether due or not and of Lender shall be deemed to have exercised its right to set off immediately at the Senior Notes and the Guarantees secured hereby, according time its right to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentssuch election accrues.
Appears in 1 contract
Samples: Loan and Securities Purchase Agreement (Compass Knowledge Holdings Inc)
Security. The due and punctual payment (a) On the date of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notesthis Lease, the Trustee or Tenant shall deposit with Landlord the Collateral Agent under this Indenture, sum of Two Thousand Five Hundred Sixty-five ($2,565.00) Dollars (the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral"Security") as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the full and faithful performance by Tenant of all obligations of the Issuers Tenant under this Lease or in connection with it. If Tenant is in Default hereunder, Landlord may use, apply or retain the whole or any part of the Security for the payment of (i) any Rent or any other sum of money which Tenant may not have paid or which may become due after the occurrence of a valid and enforceable perfected priority Lien in and Default, (ii) any sum expended by Landlord on all the Collateral Tenant's behalf in accordance with the terms provisions of this Lease, or (iii) any sum which the Landlord may expend or be required to expend by reason of such Default, including any damages or deficiency in the reletting of the Collateral DocumentsPremises in connection with Article VIII. The use, application or retention of the Security or portion thereof by Landlord shall not prevent Landlord from exercising any other right or remedy provided for hereunder or at law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.
(b) If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Security or any balance thereof shall be returned to Tenant after the Expiration Date or upon any later date after which Tenant has vacated the Premises. In the absence of evidence satisfactory to Landlord of any assignment of the right to receive the Security, or the remaining balance thereof, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant's interest in such Security. In such event, upon the return of such Security (or balance thereof) to the original Tenant, Landlord shall be completely relieved of liability hereunder.
(c) In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right to transfer the Security to the transferee thereof who shall place the security in an interest bearing account as set forth above. In such event, Landlord shall be deemed released by Tenant from all liability for the return of such Security, and Tenant agrees to look solely to such transferee for the return of said Security. The Security shall not be mortgaged, assigned or encumbered by Tenant without the written consent of Landlord.
Appears in 1 contract
Security. The due 8.01. Tenant has deposited with Landlord the Security Deposit as security for the full and punctual faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the principal of, premium, if any, full and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes prompt payment and performance of all other any of its obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this IndentureLease, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for foreclosure and release the payment of Collateral) any Rent or any other sums as the same to which Tenant is in default or for any sum which Landlord may be in effect expend or may be amended from time required to time expend by reason of Tenant's default in accordance with its terms and authorizes and directs respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions reletting of the Collateral Documents to assure and confirm to Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents whole or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured herebysecurity, according Tenant shall upon demand immediately deposit with Landlord a sum equal to the intent amount so used, applied and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainretained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on which this Lease s II expire or sooner end or terminate, and after delivery to Landlord of entire possession of the Demised Premises. In the event of any sale or leasing of the Land, Landlord shall have the right to transfer the security to which Tenant is entitled to the vendee or lessee and upon receipt of written acknowledgement by Tenant from such vendee or lessee of the assumption of Landlord's obligations under the Lease, including acknowledgement of the receipt of Security Deposits. Landlord shall thereupon be released by Tenant from all liability for the obligations return or payment thereof, and Tenant shall look solely to the new landlord for the return or payment of the Issuers hereunder, a valid same; and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms provisions hereof shall apply to every transfer or assignment made of the Collateral Documentssame to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Appears in 1 contract
Samples: Office Lease (Audible Inc)
Security. The due and punctual payment of the principal of, premiumpremium and Liquidated Damages, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premiumpremium and Liquidated Damages, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Senior Notes, Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Notes and the other Senior Notes DocumentsNote Guarantees, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers Company and the applicable parties Guarantors have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, and the provisions providing for foreclosure and release of Collateral) Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company and the Guarantors shall deliver to the Collateral Agent Trustee copies of all documents executed pursuant to this Indenture and the Collateral Documents and the Intercreditor Agreement and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Note Guarantees secured hereby, according to the intent and purposes herein and therein expressed. The Issuers Company shall take, or shall cause their its Restricted Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers Company hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of Collateral, subject to Liens permitted by the Collateral Documents.
Appears in 1 contract
Samples: Indenture (HWCC Shreveport Inc)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into TENANT simultaneously with the execution and delivery of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitationLease has deposited with LANDLORD, the provisions providing for foreclosure and release sum of Collateral) as the same may $29,750.00 receipt of which is hereby acknowledged, which sum shall be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required retained by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, LANDLORD as security for the obligations payment by TENANT of the Issuers hereunder, a valid rents herein agreed to be paid by TENANT and enforceable perfected priority Lien in and on all for the Collateral in accordance with the terms faithful performance by TENANT of the Collateral Documentsterms, conditions, and covenants of this Lease. It is agreed that LANDLORD, at LANDLORD's option, may at any time apply said sum or any part thereof toward the payment of the rents and any other sum payable by TENANT under this Lease, and/or toward the performance of each and every of TENANT's covenants under this Lease and TENANT's liability under this Lease shall thereby be reduced pro tanto; that TENANT shall remain liable for any amounts that such sum shall be insufficient to pay; that LANDLORD may exhaust and or all rights and remedies against TENANT before resorting to said sum, but nothing herein contained shall require or be deemed to require LANDLORD to do so; that, in the event this deposit shall not be utilized for any of such purposes, then such deposit shall be returned by LANDLORD to TENANT promptly after the expiration of the term of the Lease. LANDLORD shall not be required to pay TENANT any interest on said security deposit. Promptly upon demand by LANDLORD, TENANT shall deposit with LANDLORD such additional sum as may be necessary to replace any amounts expended therefrom by LANDLORD pursuant to the provisions hereof, so that there shall always be a security deposit in the sum first set forth above. Landlord shall provide written notice should Tenant's security deposit be applied in any manner as described herein. Any amount of security deposit remaining at lease expiration shall be refunded to Tenant within 45 days of the expiration date of the Lease.
Appears in 1 contract
Samples: Lease Agreement (Rexall Sundown Inc)
Security. The due Simultaneous with the Rent Commencement Date Tenant/Purchaser shall deposit the sum of FOUR THOUSAND ($4,000.00) DOLLARS with the Landlord/Seller, as security for the full and punctual faithful performance by the Tenant/Purchaser of each and every term, covenant, and condition of this Lease. In the event that the Tenant/Purchaser shall default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to payment of any rent, the principal ofLandlord/Seller may use, premiumapply, if anyor retain the whole or any part of the security so deposited for the payment of any such rent in default or for any other sum which the Landlord/Seller shall expend by reason of Tenant/Purchaser's default, including any damages or deficiency in the reletting of the Premises, whether such damages or deficiency shall accrue before or after summary proceedings or other re-entry by the Landlord/Seller. Tenant/Purchaser shall pay to Landlord/Seller on demand the amount so applied in order to restore the security to its original amount. In the event that the Tenant/Purchaser shall fully and faithfully comply with all the terms, provisions, covenants, and interest on conditions of this Lease, the Senior Notes when and security or any balance thereof shall be returned to the Tenant/Purchaser after the time fixed as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption expiration of this Lease or otherwise, and interest on any renewals thereof. In the overdue principal of, premium, if any, and interest on absence of evidence satisfactory to the Senior Notes and performance Landlord/Seller of all other obligations any assignment of the Issuers and right to receive the Guarantors security, or the remaining balance thereof, the Landlord/Seller may return the security to the Holders original Tenant/Purchaser, regardless of Senior Notesone or more assignments of the Lease itself. This provision, however, shall not be construed as a consent by the Landlord/Seller to any such assignment. In the event of a bona fide sale of the Premises to a third party, the Trustee or Landlord/Seller shall have the Collateral Agent under this Indenture, right to transfer the Senior Notes, the Guarantees and the other Senior Notes Documents, according security to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture vendee for the benefit of the Holders Tenant/Purchaser, and the Landlord/Seller shall be considered released by the Tenant/Purchaser from all liability for the return of Senior Notessuch security, and the Tenant/Purchaser agrees to look to the new Landlord/Seller solely for the return of the security, and it is agreed that this shall apply to every transfer or assignment made of the security to a new Landlord/Seller. Each Holder Prior to any such transfer of Senior Notessecurity, the Landlord/Seller shall have given the Tenant/Purchaser written notice thereof and the transferee shall have assumed the responsibilities relating thereto, as herein contained, in writing. The security deposit under this Lease shall not be assigned or encumbered by the Tenant/Purchaser without the written consent of the Landlord/Seller. In the event the Federal Deposit Insurance Corporation (hereafter the "FDIC"), by its acceptance thereofstatute or published regulation, consents and agrees to requires the terms treatment of the Collateral Documents (including, without limitationsecurity different from that herein provided, the provisions providing for foreclosure and release of Collateral) as the same may applicable FDIC required procedure will be in effect or may be amended from time adhered to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsparties.
Appears in 1 contract
Security. The due and punctual payment If at any time, the value of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent Securities under this IndentureAgreement falls so that the Drawing Power is less than outstanding payable (principal plus interest and other costs payable under this Agreement) in respect of Loans under this Agreement:
a) the Borrower shall within 2 (two) Working Days, deposit Securities (as per the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured list of Securities approved by the Collateral, Lender as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time time) valued at the closing price on the date prior to the date of the pledge for the amount stated in accordance with the said notice as additional Collateral or secure additional BG in favour of the Lender, or xxxx xxxx over additional FD in favour of the Lender, or repay the corresponding quantum of the Loan by which would ensure that the Drawing Power in respect the Loans is equal to or higher than the Facility Amount outstanding under the Agreement. It is however clarified that nothing in this Agreement shall prevent or prejudice the Lender’s right to invoke the pledge and sell, dispose off or realise any or all of the Pledged Securities (after providing a notice of 2 Working Days to the Obligors) and without being liable for any loss or damage or diminution in value sustained by the Obligors Provided that the Lender shall be entitled to sell or otherwise dispose of the Securities/ Collateral or any part thereof by public auction or private contract, after giving a written notice of less than 2 (Two) days to the Obligors, if, in consideration of prevalent market conditions, the Lender deems the same to be suitable, in its terms and authorizes and directs sole discretion; and/or
b) The Lender shall have access to the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSecurities which have been Pledged under this Agreement for any other outstanding Loan as on that date. The Issuers Securities which have been Pledged under this Agreement shall be used/invoked to set-off Drawing Power requirement, repayment of Loan amount, interest and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things other amounts as may be 71 necessary recoverable from the Obligors under the Agreement; and/or
c) The Lender shall have access to the Securities being Pledged and shall be invoked towards repayment in part or proper, or as may be required full of any other Loan/ facility and interest accrued and other sum dues to the Lender against such Loan/ facility extended by the provisions of the Collateral Documents to assure and confirm Lender to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsBorrower.
Appears in 1 contract
Samples: Master Loan Cum Guarantee Cum Pledge Agreement (Dr. Reddy's Holdings LTD)
Security. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, Obligations shall be secured by second priority Liens (subject only to Permitted Encumbrances and Immaterial Title Deficiencies) covering and encumbering (i) Mineral Interests owned by the Collateral, as provided Credit Parties constituting not less than 80% of the Recognized Value of all Proved Mineral Interests then owned by the Credit Parties included in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit then-current Borrowing Base, (ii) all of the Holders issued and outstanding Equity Interests in the Borrower, (iii) all of Senior Notes. Each Holder the issued and outstanding Equity Interests directly owned by the Borrower in each existing and future (x) Domestic Restricted Subsidiary of Senior Notes, by its acceptance thereof, consents the Borrower and agrees (y) to the terms extent no material adverse tax consequences would result, Foreign Restricted Subsidiary of the Collateral Documents Borrower, and (iv) all of the issued and outstanding Equity Interests directly owned by each First Tier Restricted Subsidiary in each existing and future (x) Domestic Restricted Subsidiary of such First Tier Restricted Subsidiary and (y) to the extent to material adverse tax consequences would result, Foreign Restricted Subsidiary of such First Tier Restricted Subsidiary. The Borrower and Parent hereby consent and authorize the Lender, and its agents, to file any and all necessary financing statements under the Uniform Commercial Code (as in effect in the State of New York from time to time) assignments or continuation statements as necessary from time to time (in the Lender’s discretion) to perfect (or continue perfection of) the Liens granted pursuant to the Loan Documents.
(b) On the Closing Date and on or before each Redetermination Date after the Closing Date, and at such other times as the Lender shall reasonably request, the Borrower and Parent shall, and shall cause each other Credit Party that owns Borrowing Base Properties to, deliver to the Lender Mortgages duly executed by such Credit Party, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Lender, including, without limitation, the provisions providing for foreclosure and release of Collateral) UCC financing statements and/or amendments to financing statements as the same may be in effect Lender shall deem necessary or may be amended from time appropriate to time in accordance grant, evidence and perfect the Liens required by Section 6.14(a) with its terms respect to Mineral Interests then held by such Credit Party which are not the subject of existing second priority, perfected Liens securing the Obligations as required by Section 6.14(a).
(c) Promptly upon (i) the creation or acquisition by the Borrower of any Restricted Subsidiary, (ii) the creation or acquisition by any First Tier Restricted Subsidiary of any Restricted Subsidiary, or (iii) any Unrestricted Subsidiary becoming a Restricted Subsidiary, the Borrower or such First Tier Restricted Subsidiary (as applicable) shall execute and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed Lender an addendum to the Pledge Agreement pursuant to this Indenture and which the Collateral Documents and Equity Interests owned by the Borrower or such First Tier Restricted Subsidiary in such Restricted Subsidiary shall do be pledged to the Lender (to the extent no material adverse tax consequences would result therefrom), together with (i) to the extent such Equity Interests are certificated, at such times as permitted by the Subordination Agreement, all certificates (or cause other evidence acceptable to the Lender) evidencing such Equity Interests, which shall be done all duly endorsed or accompanied by stock powers executed in blank (as applicable), and/or (ii) such acts and things UCC financing statements and/or amendments to financing statements as may be 71 the Lender shall deem necessary or properappropriate to grant, or as may be evidence and perfect the Liens required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest Section 6.14(a) in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentssuch Equity Interests.
Appears in 1 contract
Samples: Subordinated Credit Agreement (Encore Energy Partners LP)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with Section 31.1. Upon the execution of this Indenture Lease, Tenant shall deposit with Landlord on the signing of this Lease a “clean,” unconditional, irrevocable and transferable direct pay letter of credit (the “Letter of Credit”) in the Security Deposit Amount, in substantially the same form as Exhibit E or otherwise in form and substance satisfactory to Landlord, issued by and drawn on a bank reasonably satisfactory to Landlord and that is a member of the New York Clearing House Association, for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainLandlord, as security for the obligations faithful performance and observance by Tenant of the Issuers terms, covenants, conditions and provisions of this Lease that are Tenant’s obligation to observe, perform or keep. Notwithstanding the foregoing, Landlord hereby approves Silicon Valley Bank as the Letter of Credit issuer hereunder
Section 31.2. The Letter of Credit shall provide, among other things, that it shall be drawable, either in partial draws or in one draw for the full amount of the Letter of Credit upon delivery to the issuing bank of a valid sight draft and enforceable perfected priority Lien the Letter of Credit. If an Event of Default shall occur and be continuing, Landlord shall have the right, at Landlord’s sole election, to draw down upon the Letter of Credit and apply the whole or any part of the proceeds thereof, as the case may be, (a) toward the payment of any Fixed Rent, Escalation Rent or any other item of Rental as to which Tenant is in default, (b) toward any sum that Landlord may expend or be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this Lease, including any damage, liability or expense (including reasonable attorneys’ fees and disbursements) incurred or suffered by Landlord, and (c) toward any damage or deficiency incurred or suffered by Landlord in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains any part of the proceeds of the Letter of Credit, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained (in the form of an additional Letter of Credit or an amendment to the then existing Letter of Credit, in either case, in form and substance reasonably satisfactory to Landlord and consistent with this Article 31) so that Landlord shall have the full Security Deposit Amount on hand at all times during the Collateral Term. If for any reason in connection with the bankruptcy or insolvency of Tenant, Landlord is required to return or repay to Tenant any Rental, then at Landlord’s election, the Letter of Credit may be drawn upon and the proceeds thereof applied by Landlord to offset all or any portion of the amounts so returned or repaid. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Letter of Credit shall be returned to Tenant with reasonable promptness after the Expiration Date and after delivery of possession of the Premises to Landlord in accordance with the terms of this Lease. In the Collateral Documentsevent of a sale or leasing of the Real Property or the Building, Landlord shall have the right to transfer the Letter of Credit to the vendee or lessee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit, and Tenant shall cause the Letter of Credit issuer, at no cost to Landlord (and Tenant shall pay to the issuer all related fees charged by the issuer for such transfer), to issue an amendment to the Letter of Credit or issue a new Letter of Credit naming the vendee or lessee as the beneficiary thereunder. Tenant shall look solely to the new landlord for the return of the Letter of Credit. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit made to a new landlord.
Appears in 1 contract
Samples: Lease Agreement (Travelzoo Inc)
Security. The due and punctual payment A) Tenant has deposited with Landlord the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents $4,600.00 (including, without limitation, the provisions providing for foreclosure and release of Collateral"Security Deposit") as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations faithful performance and observance by Tenant of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this lease. It is agreed that in and on all the Collateral event Tenant defaults in accordance with the terms respect of any of the Collateral Documentsterms, provisions and conditions of this lease, including, but not limited to, the payment of Fixed Rent and additional rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Fixed Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including, but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the Security Deposit shall be returned to Tenant after the Termination Date and after delivery of entire possession of the Demised Premises to Landlord. In the event of a sale of the Building and the Land or the leasing of the Building, Landlord shall have the right to transfer the Security Deposit to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security and Tenant agrees to look solely to the new landlord for the return of the Security Deposit. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Appears in 1 contract
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same Applicant shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors provide to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, State as security for the Applicant’s obligations of repayment in respect of the Issuers hereunderFunding, (i) a valid and enforceable perfected first priority Lien in and lien on all machinery and equipment purchased with the Collateral in accordance with proceeds of the Funding having a value of at least Six Million Five Hundred Thousand Dollars and 00/100 ($6,500,000.00) when purchased by September 30, 2018, (ii) a lien on certain other assets of the Applicant, subject to prior security interest approved by the State, pursuant to a security agreement executed of even date herewith (the “Security Agreement”), and (iii) a first position mortgage on the real estate known as 0 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, XX pursuant to a mortgage executed of even date herewith (the “Mortgage”), (hereinafter the “Collateral”). As the Funding is repaid and/or forgiven as provided herein or if Phase 2 Loan is not taken by Applicant or approved by Bond Commission, provided that no default has occurred and is continuing under the terms of this Agreement, parts of the Collateral Documentssecurity interests provided to the State with respect to the Funding shall be released such that the total value of security interests held by the State does not exceed one hundred twenty-five percent (125%) of the outstanding amount of Funding due to be repaid including any Forgiveness Credit (as hereinafter defined) after the machinery and equipment is purchased with the proceeds of the Funding and such machinery and equipment delivered to the Applicant, which shall be done prior to September 30, 2017, and Applicant shall notify DECD. Upon the fulfillment of all obligations contained herein or in any of the Project Documents or upon the termination of the time period as required pursuant to section 2.10(G) whichever occurs last, and provided that no default has occurred or is continuing under the terms of this Agreement, any and all security interests provided to the State with respect to the Funding will be released. Upon any release, the Commissioner shall execute any and all documentation reasonably requested by the Applicant to evidence such release.
Appears in 1 contract
Security. The due and punctual payment of the principal of(a) Tenant has, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture hereof, deposited with Landlord the Security for the benefit faithful performance and observance by Tenant of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of this Lease. Landlord may retain, use, or apply the Collateral Documents whole or part of the Security to the extent required for payment of any: (i) Rent; (ii) loss or damage that Landlord may suffer by reason of an Event of Default by Tenant including, without limitation, any damages incurred by Landlord or deficiency resulting from the re-letting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Landlord; (iii) costs incurred by Landlord in connection with the cleaning or repair of the Premises upon expiration or earlier termination of this Lease. Landlord shall not be obligated to apply the Security and the Landlord’s right to bring an action or special proceeding to recover damages or otherwise to obtain possession of the Premises before or after Landlord’s declaration of the termination of this Lease for nonpayment of Rent or for any other reason shall not be affected by reason of the fact that Landlord holds the Security. The Security will not be a limitation on the Landlord’s damages or other rights and remedies available under this Lease, or at law or equity; nor shall the Security be a payment of liquidated damages or advance of the Rent or any component thereof.
(b) If Landlord uses, applies, or retains all or any portion of the Security, Tenant will restore the Security to its original amount immediately upon written demand from Landlord. Tenant’s failure to strictly comply with this requirement shall be an Event of Default.
(c) Subject to applicable Legal Requirements and requirements of Landlord’s lender(s), Landlord may commingle the Security with its own funds. Landlord shall not be required to keep the Security in an interest bearing account. Upon expiration or earlier termination of the Lease, Landlord will return the Security to the then current Tenant and Landlord shall be deemed released by Tenant from all liability for the return of the Security. If any part of Landlord’s property of which the Premises forms a part is sold, leased or otherwise legally transferred (including to a mortgagee upon foreclosure of its mortgage), Landlord shall transfer the Security to the successor entity, and, upon such transfer, Landlord shall be deemed released by Tenant from all liability for the return of the Security; and Tenant shall look solely to the Landlord’s successor for the return of the Security.
(d) The Security shall not be mortgaged, assigned, or encumbered by Tenant, and neither Landlord nor its successors or assigns shall be bound by any such mortgage, assignment or encumbrance.
(e) If Tenant fully and faithfully complies with all of the terms, covenants, conditions and provisions providing for foreclosure of this Lease, Landlord shall, within sixty (60) days after the later of the Expiration Date and release the date of Collateral) as surrender of possession of the same may be in effect or may be amended from time Premises to time Landlord in accordance with its terms and authorizes and directs this Lease, return to Tenant the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or properSecurity, or such portion thereof as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated herebyshall then remain, by the Collateral Documents or less an estimated amount due for any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsunpaid Operating Expense Payment and/or Tax Payment.
Appears in 1 contract
Samples: Lease Agreement (FlexShopper, Inc.)
Security. The due and punctual payment TENANT has deposited with LANDLORD the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents EIGHT THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 88/100 (including, without limitation, the provisions providing for foreclosure and release of Collateral$8,884.88) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainDOLLARS, as security for the obligations faithful performance and observance by TENANT of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this Lease; it is agreed that, in and on all the Collateral event TENANT defaults in accordance with the terms respect to any of the Collateral Documentsterms, provisions, and conditions of this Lease, including, but not limited to the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which TENANT is in default or for any sum which LANDLORD may expend or may be required to expend by reason of TENANT'S default in respect to any of the terms, covenants and conditions of this Lease, including, but not limited to any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease the security shall be returned to TENANT after the date fixed as the end of the Lease and after delivery of entire possession of the premises to LANDLORD. In the event of a sale of the land and Building, of which the premises form a part, LANDLORD shall have the right to transfer the security to the vendee, and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security and TENANT agrees to look to the new LANDLORD solely for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further covenants that it will not assign or encumber the monies deposited herein as security and that neither LANDLORD nor its assigns shall be bound by any such assignment or encumbrance. LANDLORD shall not be required to keep the security in a segregated account and the security may be commingled with other funds of LANDLORD, and in no event shall TENANT be entitled to any interest on the security.
Appears in 1 contract
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes8.01. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as As security for the obligations performance by Tenant of all the terms, conditions and covenants of this Lease upon Tenant's part to be performed, Tenant shall provide to Landlord an irrevocable Letter of Credit in the amount of ($26,250.00) in form and substance satisfactory to Landlord. Landlord shall have the right, upon thirty (30) days notice to Tenant (except for Tenant's non- payment of Rent or for Tenant's failure to comply with Article 8.03 for which no notice shall be required), and regardless of the Issuers hereunderexercise of any other remedy the Landlord may have by reason of a default, a valid to draw upon said Letter of Credit to cure any default of Tenant and enforceable perfected priority Lien in and on all if Landlord does so, Tenant shall upon demand, additionally fund the Collateral in accordance Letter of Credit with the terms amount so drawn so that Landlord shall have the full deposit on hand at all times during the term of this Lease. In the event of a sale of the Collateral DocumentsBuilding or a lease of the Building, subject to this Lease, Landlord shall have the right to transfer the security to the vendee or lessee.
8.02. The Letter of Credit shall be the type which is automatically renewed on an annual basis (annual Renewal Date); and will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) sixty (60) day advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date.
8.03. In the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, in the amount stated above, on or before thirty (30) days prior to the next Annual Renewal Date, said failure shall be deemed a default under this Lease. Landlord may, in its discretion treat this the same as a default in the payment of rent or any other default and pursue the appropriate remedy. In addition, and not in limitation, Landlord shall be permitted to draw upon the Letter of Credit as in the case of any other default by Tenant under this Lease,
Appears in 1 contract
Samples: Lease (Periscope Sportswear Inc)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors Section 31.1 Tenant shall deliver to Landlord as the Collateral Agent copies Security Amount, on or before 5:00 p.m. on January 23, 2006, a “clean,” unconditional, irrevocable and transferable letter of all documents executed pursuant credit (the “Letter of Credit”) in the sum of $693,805.50. Provided that this Lease is then in full force and effect, Tenant shall have the right to this Indenture reduce the amount of the Security Amount to $462,537.00 as of March 15, 2009. Tenant shall have the right to such reduction only by giving notice thereof to Landlord at any time after February 15, 2009. Tenant shall not be entitled to reduce the amount of the Security Amount Letter of Credit if (i) an Event of Default has occurred and is then continuing on the Collateral Documents and shall do date that Tenant requests such reduction or cause the date that Landlord exchanges the Letter of Credit for an amended or substituted Letter of Credit to be done all reflect such acts and things as may be 71 necessary or properreduction, or as may be required by the provisions (ii) Landlord theretofore applied all or any portion of the Collateral Documents Security Amount deposited hereunder and Tenant shall have failed to assure and confirm to the Collateral Agent the security interest provide a substituted or amended Letter of Credit in the Collateral contemplated hereby, by the Collateral Documents or full Security Amount as required hereunder. If Tenant gives such notice and is entitled to any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral such reduction in accordance with the terms of this Section 31.1, then Landlord shall permit Tenant, at Tenant’s sole cost and expense, to amend or replace the Collateral DocumentsLetter of Credit to reflect such reduction and, in connection with such amendment or replacement, Landlord shall exchange the Letter of Credit then held by Landlord for the amended or replaced Letter of Credit evidencing the reduction in the Security Amount. The Letter of Credit (i) shall be, in all substantial respects, in the form of the Letter of Credit attached to this Lease as Exhibit H, or in another form that is reasonably satisfactory to Landlord, (ii) shall be issued for a term of not less than one (1) year, (iii) shall be issued for the account of Landlord, (v) shall automatically renew for periods of not less than one (1) year, unless the issuer thereof otherwise advises Landlord on or prior to the sixtieth (60th) day before the applicable expiration date, and (iv) shall be issued by, and drawn on, a bank that has a Standard & Poor’s rating of at least “AA” (or, if Standard & Poor’s hereafter ceases the publication of ratings for banks, a rating of a reputable rating agency as reasonably designated by Landlord that most closely approximates a Standard & Poor’s rating of “AA” as of the date hereof) and that has an office in New York City at which Landlord can present the Letter of Credit for payment or which permits draws under the Letter of Credit to be made by Landlord via facsimile transmittal. If an Event of Default occurs and is continuing, then Landlord may, after first notifying Tenant, present the Letter of Credit for payment and apply the proceeds thereof (i) to the payment of any Fixed Rent or Additional Rent that then remains unpaid, or (ii) to any damages that Landlord incurs by reason of such Event of Default. If Landlord so applies any part of the proceeds of the Letter of Credit, then Tenant, upon demand, shall provide Landlord with a replacement Letter of Credit (or, if the proceeds applied shall be less than $10,000.00, cash) so that Landlord has the full amount of the Security Amount at all times during the Term. If the issuing bank shall notify Landlord that the term of the Letter of Credit shall not be renewed, Tenant shall, at least thirty (30) days prior to the expiration date of the Letter of Credit (or any replacement Letter of Credit, as the case may be), replace the Letter of Credit with a new Letter of Credit issued in accordance with this Article having an initial expiration date at least one (1) year from the date of the new Letter of Credit. If, for any reason whatsoever other than Landlord’s failure to comply with the requirements of the Letter of Credit, the issuing bank shall fail or refuse to honor any demand, then Tenant shall within five (5) days following notice by Landlord to Tenant of such failure or refusal either, at Landlord’s option (i) deposit with Landlord as the Security Amount a cash sum equal to the amount of the Letter of Credit, or (ii) replace the Letter of Credit with a new Letter of Credit issued in accordance with this Article (having an initial expiration date at least one year from the date of the new Letter of Credit). If Landlord shall transfer its interest in the Building, Tenant shall, at the request of the transferor or transferee, replace or amend the Letter of Credit within ten (10) days following such request, so that the transferee is named as the beneficiary. Any transfer fee or charge imposed by the issuing bank shall be reimbursed to Landlord (or, at Landlord’s option, paid) by Tenant within ten (10) days following Landlord’s request. Landlord shall return to Tenant the Letter of Credit (to the extent not theretofore presented for payment in accordance with the terms hereof) within thirty (30) days after Tenant performs all of the obligations of Tenant hereunder upon the expiration of the Term.
Section 31.2 If all or any portion of the Letter of Credit is drawn down by Landlord in accordance with the provisions of Section 31.1, such proceeds shall be held by Landlord, to the extent unapplied by Landlord in accordance with the provisions of this Article 31, as cash security (to the extent thereof, the “Security Amount”). If there is an Event of Default, Landlord may use all or any portion of such Security Amount to cure such Event of Default or for the payment of any other amount due and payable from Tenant to Landlord in accordance with this Lease. Tenant shall, within ten (10) days following Tenant’s receipt of Landlord’s request, deposit with Landlord cash in an amount sufficient to restore the full amount of the Security Amount (without giving consideration to any interest accrued on the Security Amount). If and to the extent that Landlord is holding any cash as all or part of the Security Amount, Landlord shall maintain all or such portion of the Security Amount in an interest bearing account in a commercial bank located in New York City, and Landlord shall pay any interest earned thereon annually to Tenant, provided that Landlord shall retain one percent (1%) of such Security Amount per annum as an administrative charge. Tenant shall not assign (other than to a permitted assignee of this Lease) or encumber the Security Amount, and no prohibited assignment or encumbrance by Tenant of the Security Amount shall bind Landlord. Landlord shall not be required to exhaust its remedies against Tenant or Security Amount before having recourse to Tenant, Guarantor, if any, the Security Amount or any other security held by Landlord, or before exercising any right or remedy, and recourse by Landlord to any one of them, or the exercise of any right or remedy, shall not affect Landlord’s right to pursue any other right or remedy or Landlord’s right to proceed against the others. If Tenant complies with this Lease, the Security Amount and the accrued and unpaid interest thereon, if any, or any balance, shall be paid to Tenant promptly after (but in no event later than thirty (30) days after) the expiration or sooner termination of the Term and Tenant’s vacating of the Premises in accordance with this Lease. If the Property is sold or leased, Landlord shall, upon notice to Tenant, transfer the Security Amount and any accrued and unpaid interest thereon, if any, or any balance, to the new purchaser or lessor and Landlord shall thereupon be automatically released by Tenant from all liability for the return of the Security Amount or any interest (and Tenant agrees to look solely to the assignee for the return of the Security Amount or any interest).
Section 31.3 Pursuant to New York General Obligations Law Section 7-103, Tenant acknowledges that the name and address of the organization in which any cash Security Amount shall be held by Landlord is as follows: JX Xxxxxx Cxxxx Bank (Commercial Real estate Tenant Lease Security Services), 200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. Tenant shall submit to Landlord a United States Internal Revenue W-9 (Tax Withholding) Form upon the execution of this Lease.
Appears in 1 contract
Samples: Lease Agreement (Coty Inc /)
Security. The due Tenant hereby deposits the sum of Seven Thousand Seven Hundred and punctual payment of 00/100 Dollars ($7,700.00) (the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously “Security Deposit”) with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainLandlord, as security for the obligations full and faithful performance by Tenant of each and every term, covenant, and condition of this Lease. In the event Tenant defaults in respect to any of the Issuers hereunderterms, a valid provisions, covenants, and enforceable perfected priority Lien conditions of this Lease, including but not limited to payment of any rentals, Landlord may use, apply, or retain the whole or any part of the Security Deposit so deposited for the payment of any such rents in default or for any other sum which Landlord may expend or be required to expend by reason of Tenant’s default, including any damages or deficiency in reletting the Premises, whether such damages or deficiency may accrue before or after summary proceedings or other re-entry by Landlord. In the event Tenant shall fully and on faithfully comply with all the Collateral terms, provisions, covenants, and conditions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant on the Termination Date. Tenant shall not be entitled to any interest on the security. Furthermore, Tenant shall not be entitled to any return of its Security Deposit until after the keys have been returned to Landlord and Landlord has had the opportunity to inspect the Premises and to determine that said Premises have been left in accordance with good, tenantable condition, normal wear and tear excepted. In the terms event of a transfer or sale of Landlord’s interest in the Premises, Landlord shall have the right to transfer the Security Deposit to the transferee or vendee for the benefit of Tenant, and Landlord shall be considered released by Tenant from all liability for the return of such Security Deposit, and Tenant agrees to look to the new Landlord solely for the return of the Collateral DocumentsSecurity Deposit. The Security Deposit deposited under this Lease shall not be assigned, pledged or encumbered by Tenant without the written consent of Landlord. A re-entry of the Premises by Landlord for any default on the part of Tenant prior to the Termination Date shall not be deemed a termination of this Lease such as to entitle Tenant to recover the Security Deposit. Tenant agrees that the Security Deposit shall be retained by and remain in possession of Landlord until the end of the Term of the Lease. Notwithstanding the foregoing, in the event that Landlord shall sell the property upon which the Premises is located and transfer the Security Deposit to the new owner, Tenant shall look solely to the new owner for return of the Security Deposit at the end of the Lease Term.
Appears in 1 contract
Security. The due As security for the Facility, the Borrower and/or NiMin, as applicable, will:
(a) execute and punctual payment deliver to the Lender promissory notes from the Borrower, in the forms attached hereto as Schedule “B” (the “Notes”);
(b) execute and deliver to the Lender, a fixed and floating charge debenture under which the Borrower will grant to the Lender, inter alia, a security interest in all of its present and after-acquired real and personal property, subject only to Permitted Encumbrances;
(c) execute and deliver to the Lender a share pledge agreement, under which NiMin will pledge and grant to the Lender a first priority security interest in all of the principal ofshares of Borrower held by NiMin, premiumrepresenting all of the outstanding shares of Borrower;
(d) execute and deliver to the Lender an environmental indemnity agreement in respect of the Borrower’s properties;
(e) execute and deliver to the Lender a guarantee of NiMin, if any, and interest on pursuant to which NiMin will guarantee the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes payment and performance of all other obligations each and every obligation of the Issuers and the Guarantors Borrower to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Lender hereunder;
(f) execute and the other Senior Notes Documents, according deliver to the terms hereunder or thereunderLender a Deed of Trust, shall be secured by the CollateralMortgage, as provided Security Agreement, Financing Statement and Assignment of Production in respect of Borrower’s property in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution State of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior NotesWyoming, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, including without limitation, all assets acquired or to be acquired by Borrower pursuant to the provisions providing for foreclosure Xxxxxxxxx PSA;
(g) execute and release deliver any and all other documentation deemed necessary by Lender to establish or protect Lender’s security interest in Borrower’s property in the State of CollateralWyoming;
(h) as the same may be in effect or may be amended from time to time in accordance with its terms execute and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies Lender a Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production in respect of Borrower’s property in the State of California;
(i) execute and deliver any and all documents executed other documentation deemed necessary by Lender to establish or protect Lender’s security interest in Borrower’s property in the State of California;
(j) execute and deliver to the Lender an Act of Mortgage, Pledge, Security Agreement, and Assignment of Production in respect of Borrower’s property in the State of Louisiana;
(k) execute and deliver any and all other documentation deemed necessary by Lender to establish or protect Lender’s security interest in Borrower’s property in the State of Louisiana;
(l) deliver financing statements pursuant to this Indenture the UCC in respect of Borrower’s property in the United States of America; and
(m) execute and the Collateral Documents and shall do deliver or cause to be done executed and delivered, any other ancillary documentation that the Lender or its counsel may reasonably require, all such acts in form and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm terms satisfactory to the Collateral Agent Lender and its counsel (collectively, the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents“Security”).
Appears in 1 contract
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously Tenant concurrently with the execution of this Indenture for Lease has deposited with Lessor the benefit sum of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents $4,240.00
(including, without limitation, the provisions providing for foreclosure and release of Collateral1) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations faithful performance and observance by Tenant of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this Lease; it is agreed that, in and on all the Collateral event Tenant defaults in accordance with the terms respect of any of the Collateral Documentsterms, provisions and conditions of this Lease, including, but not limited to, the payment of rent and additional rent Lessor may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which tenant is in default or for any sum which Lessor may expend or may be required to expend by reason of Tenant's default in respect to any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the re-letting of the premises whether such damage or deficiency accrued before or after summary proceedings on other re-entry by Lessor. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the premises to the Lessor. In the event of a sale of the land and Building of ---------------------------
(1) Lessor acknowledges that Lessee has paid these amounts in full upon execution of previous leases regarding these units with Lessor. which the premises form a part, Lessor shall have the right to transfer the security to the vendee and Lessor shall thereupon be released by Tenant from all liability for the return of such security and Tenant agrees to look to the new Lessor solely for the return of such security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Lessor. Tenant further covenants that he will not assign or encumber the monies deposited herein as security and that neither Lessor nor its assigns shall be bound by and any such assignment or encumbrances. Lessor shall not be required to keep the security in a segregated account and the security may be commingled with other funds of Lessor and in ono event shall Tenant be entitled to any interest on the security.
Appears in 1 contract
Security. The due Tenant has deposited, and punctual payment shall maintain on deposit with Landlord at all times during the term of this Lease, one or more clean, unconditional, irrevocable letter(s) of credit (each a "Deposit L/C" and collectively, the "Deposit L/Cs") having an aggregate value at all times equal to or greater than the Required Amount (as defined in Section 26.3 below) as security for the full and faithful keeping, observance and performance of all of the principal ofcovenants, premiumagreements, terms, provisions and conditions of this Lease required to be kept, observed or performed by the Tenant (expressly including, without being limited to, the payment as and when due of the fixed rent, additional rent, percentage rent, if any, and interest any other sums or damages payable by the Tenant under this Lease) and the payment of any and all other damages for which the Tenant shall be liable by reason of any act or omission contrary to any of said covenants, agreements, terms, provisions or conditions. Every Deposit L/C shall be issued by a bank which is a member of the New York Clearing House Association with offices for banking purposes in the City of New York, having a net equity or combined capital and surplus of not less than One Billion and 00/100 Dollars ($1,000,000,000.00), and which bank is reasonably acceptable to the Landlord and every Deposit L/C shall be substantially in the form of the letter of credit attached hereto as Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is six (6) months after the expiration of the Term of this Lease, or if the issuing bank shall give written notice to the Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, the Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to the Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of any such thirty (30) day period, shall constitute a default under this Lease and the Landlord may, at any time during such thirty (30) day period, draw upon such Deposit L/Cs and retain as a cash deposit hereunder the amount so drawn. If at any time the Tenant shall be in default in the payment as aforesaid of any fixed rent, additional rent and/or any other sums or damages or shall otherwise be in default in the keeping, observance or performance of any of the covenants, agreements, terms, provisions or conditions of this Lease beyond the applicable notice and grace periods set forth in this Lease, then the Landlord, at the Landlord's election, may draw upon the Deposit L/Cs to the extent required for the payment of the fixed rent, additional rent, other sums or damages in respect of which the Tenant is so in default and/or, if the Tenant is otherwise in default in the keeping, observing or performing as aforesaid of any of the covenants, agreements, terms, provisions or conditions of this Lease, the Landlord may draw upon the Deposit L/Cs to the extent required for the payment of such costs and expenses as the Landlord shall incur in curing any such default without relieving the Tenant of its obligation to the extentthe funds available under the Deposit L/Cs are inadequate. If the Landlord shall so draw upon any Deposit L/C, the Tenant shall, upon demand, immediately deposit with the Landlord a new Deposit L/C in an amount equal to the amount so drawn. If, at any time after the payment by the Tenant to the Landlord of any amounts required to be paid by the Tenant under this Lease, the Landlord is required to return or repay to the Tenant, for any reason in connection with the bankruptcy or insolvency of the Tenant, any fixed rent or additional rent, or any other sums paid by the Tenant to the Landlord under this Lease, then, at the Landlord's election, the Deposit L/Cs may be drawn upon and the proceeds thereof applied by the Landlord to offset all or any portion of the amounts so returned or repaid. If the Tenant shall fully and faithfully pay, perform and observe all of the covenants and obligations to be paid, performed and/or observed on the Senior Notes when and as part of the same Tenant under this Lease, all of the Deposit L/Cs shall be due returned to the Tenant in accordance with the provisions of Section 26.2(d) below after the expiration of the term of this Lease and payable, whether on an Interest Payment Date, at maturity, delivery to the Landlord of possession of the Premises and the Licensed Spaces in accordance with the provisions of Section 6.1(h) of this Lease and payment by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premiumTenant of its obligations under Section 4.1 above, if any, and interest on to remove the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured Salvageable Fixtures designated by the Collateral, as provided in Landlord from the Collateral Documents which Premises and/or the Issuers and the applicable parties have entered into simultaneously with the execution Licensed Spaces. The provisions of this Indenture for Article Twenty-six relating to periods after the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect expiration or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit earlier termination of this Indenture and Lease shall survive the expiration or earlier termination of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsthis Lease.
Appears in 1 contract
Samples: Lease Agreement (Cd Radio Inc)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as As security for the obligations faithful performance by Tenant of all the terms and conditions of this lease on Tenant's part to be performed, Tenant has deposited with Landlord the sum of Four Thousand Two Hundred and Fifty Dollars ($4,250.00). Such amount shall be returned to Tenant, without interest, within thirty (30) days after the day set forth for the expiration or sooner termination of the Issuers hereunder, a valid term herein if Tenant has fully and enforceable perfected priority Lien in and on faithfully carried out all the Collateral in accordance with the terms of the Collateral Documentsterms, covenants, and conditions of this lease on its part to be performed. Landlord shall have the right to apply any part of said deposit to cure any default of Tenant, including, but not limited to, damages and payment of rent. The application of said deposit shall be at the sole discretion of Landlord. It is expressly understood that this remedy is in addition to all other remedies vested in Landlord. In the event of sale of the Building or lease of the land on which it stands subject to this lease, Landlord shall have the right to transform the security to the purchaser and Landlord and his agent shall be released by Tenant from all liability for the return of such security and Tenant shall look to new landlord solely for the return of the said security. It is agreed that this provision shall apply to every transfer or assignment made of the security to a new landlord. The security deposited under this lease shall not be mortgaged, assigned, or encumbered by Tenant without the written consent of Landlord. In the event of any authorized assignment of this by Tenant the said security deposit shall be deemed to be held by Landlord as deposit made by the assignee and Landlord shall have no further liability with respect to the return of said security deposit to Tenant.
Appears in 1 contract
Security. The due and punctual payment (a) Tenant, simultaneously herewith, has deposited with Landlord the sum set forth in (8) of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause Preamble to be done all such acts and things as may be 71 necessary or proper, or as may be required held by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Landlord as security for the obligations faithful performance by Tenant of all of the Issuers terms, covenants, provisions and conditions of this lease to be performed by Tenant. In the event Tenant defaults with respect to any of the terms, covenants, provisions or conditions of this lease, including, but not limited to, the payment of Rental, then in addition to any other remedies to which Landlord may be entitled by virtue of the provisions of this lease, or pursuant to law or equity, Landlord shall have the right to use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Rental or any other sum as to which Tenant is in default or any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including, but not limited to, damages or deficiencies resulting from the reletting of the Premises, whether such damages or deficiencies accrued before or after summary proceedings or other reentry by Landlord. Landlord shall give Tenant notice of such application of all or a portion of such security promptly following such application.
(b) In the event the entire security or any portion thereof is appropriated or applied by Landlord for the payment of Rental or any other sums due and payable to Landlord by Tenant hereunder, or for the payment or reimbursement of any cost or expense incurred by Landlord as a valid result of any default or failure of performance by Tenant hereunder, then Tenant, upon the written demand of Landlord, shall forthwith remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited, which sum is hereby deemed to be Additional Rental, and enforceable perfected priority Lien in Tenant's failure to do so within ten (10) days after the forwarding of such demand shall constitute a breach of this lease. If Tenant disputes any application by Landlord of the security, it may make any payment required of Tenant under this subparagraph "under protest," thus fully preserving its right to obtain repayment of said sum if same is determined not to have been due.
(c) In the event that Tenant shall fully and on faithfully comply with all the Collateral in accordance with terms, provisions, covenants and conditions of this lease, then the terms security shall be returned to the Tenant within thirty (30) days following the expiration of the Collateral DocumentsTerm hereof.
(d) Landlord shall maintain the security deposit in a money market account at a United States financial institution, and so long as no default has occurred and is continuing hereunder, Landlord shall pay over to Tenant the interest accrued on the security deposit no less than annually, less an annual administrative charge not to exceed one percent (1%) of the amount of the security deposit. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the security deposited herein except as permitted under the provisions of Paragraph 15 hereof, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(e) In the event of a sale or ground leasing of the Premises, Landlord shall have the right to transfer the security to the purchaser of lessee, shall furnish Tenant with written notice thereof and upon acknowledgement by the transferee of the receipt thereof and responsibility therefor shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the application of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new transferee.
(f) It is expressly understood and agreed that the exercise of any remedy by Landlord for any default on the part of Tenant shall not be deemed such a termination of this lease as to entitle Tenant to the recovery of the said security, and said security shall be retained and remain in the possession of Landlord as hereinbefore stated until all sums due from Tenant to Landlord hereunder have been paid.
Appears in 1 contract
Security. The due and punctual payment a) In consideration of the principal ofLender granting the Loan and as a security for the same, premium, the Borrower and/or the Guarantor(s) hereby agree(s) to create security (free from any charge except if anythere is a subsisting charge in favour of the Lender herein) in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the “Security”). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour of the Lender by registering of charges with various authorities, and interest on the Senior Notes when cost incurred by the Lender for creation of such charges shall be borne by the Borrower and as shall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, the Lender may debit such amount to the loan account of the Borrower and the Borrower agrees to repay the same together with interest as specified in the schedule..
b) The Security provided under this Agreement shall be due for repayment of the Loan together with the interest and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations herein of the Issuers Borrower and Guarantor towards the Guarantors Lender. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the Holders prior written consent of Senior Notesthe Lender, which consent may be given at the discretion of the Lender.
c) If at any point of time, in the view of Lender, the Trustee or Security provided by the Collateral Agent Borrower and/or the Guarantor(s) under this IndentureAgreement is not sufficient to cover the entire loan amount, then, the Senior NotesLender may, require the Guarantees Borrower and/or the Guarantor(s) to provide such additional security in such manner and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or form as may be required by the provisions Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Collateral Documents Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, be executed by the Collateral Documents Borrower and/or the Guarantor(s) in favour of the Lender shall, at the time when the proceedings are taken against the Borrower or any part thereofGuarantor(s) under the guarantee or other security documents be outstanding or unrealized or lost.
e) The Borrower and the Guarantor(s) hereby agree that, as from time to time constituted, so as to render the same available Lender shall have right of lien over all the assets of the Borrower and the Guarantor(s) for the security Loan availed by the Borrower either under this Agreement or under any other agreement or financial assistance availed by the Borrower from the Lender. The Borrower and benefit of this Indenture and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsLender.
Appears in 1 contract
Samples: Loan Agreement
Security. The due and punctual payment 6.1 Subject to the provisions of this Clause 6, the principal of, premium, if any, and interest on Parent hereby guarantees the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers Purchaser (i) to pay the Preferred Payment and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateralii) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations under Clauses 7 and/or 10.
6.2 In the event the Purchaser has not, or has not fully, complied with its obligations to pay the Deficit pursuant to Clause 4.5(b), the Sellers and exercise the Purchaser shall inform each other, the Company and the Parent thereof in writing by way of a notice stating the Deficit (the Parent Deficit Notice). Upon receipt of the Parent Deficit Notice, the Parent shall be obliged to pay the Deficit to the Sellers within fifteen (15) Business Days thereafter. In the event the Parent defaults on its rights thereunder obligation to (fully) pay the Deficit, the Sellers shall be entitled to request the Company to issue to the Sellers on a pro rata basis a certain number of Ordinary Shares A, at a price per Ordinary Share A equal to the nominal value, which shall cause a dilution in accordance therewiththe percentage of Ordinary Shares held by the Purchaser (the Deficit Shares). The Issuers percentage by which Purchaser’s Ordinary Shares are diluted (the Purchaser Dilution Percentage) shall represent the differential between Purchaser’s and Sellers’ new respective percentage ownership of Ordinary Shares. The Purchaser Dilution Percentage and the Guarantors shall deliver to the Collateral Agent copies number of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause Deficit Shares to be done all such acts and things as may issued to Sellers shall be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral determined in accordance with the terms formulae and examples as set out below and as further set out in Annex 6.2: After having calculated the Purchaser Dilution Percentage, the number of Deficit Shares to be issued to the Sellers on a pro rata basis and the new number of Ordinary Shares outstanding shall be determined in accordance with the formulae as set out in Annex 6.2 and as explained in the below example: The Sellers and the Purchaser hereby agree to use all their voting and other rights to procure that the Company shall issue to the Sellers the Deficit Shares as referred to in this Clause 6.2.
6.3 In the event Deficit Shares have been issued, such Deficit shall not accrue any interest except in the event such Deficit Shares are being repurchased by the Company pursuant to Clauses 4.7 and/or 6.4 in which event interest shall accrue in accordance with the provisions of Clauses 4.9.
6.4 Within a one (1) year period from the date of the Collateral Documentsissuance of any Deficit Shares, the Purchaser shall be entitled to procure that the Company shall repurchase a number of Ordinary Shares A from the Sellers (on a pro rata basis) without any consideration being due equal to such number of Ordinary Shares A that is required for the Purchaser to hold fifty per cent. (50%) of the Ordinary Shares against payment by the Purchaser to the Sellers of an amount equal to the amount of the Deficit in relation to which such Deficit Shares have been issued including any interest accrued thereon in accordance with Clause 4.9. For the avoidance of doubt, an Excess Payment in the subsequent year may be used to procure that the Company repurchases any Ordinary Shares A, all in accordance with Clause 4.7. Each of the Parties hereby undertakes to provide all necessary cooperation for the repurchasing of Ordinary Shares A by the Company from the Sellers in accordance with the provisions of Clauses 4.7 and 6.4.
6.5 In the event the Purchaser is in default with its financial obligations pursuant to Clauses 7 and/or 10, the Sellers and the Purchaser shall inform each other and the Company thereof in writing by way of a notice stating the deficit (the Put Deficit, being an amount equal to the remainder of any amounts still outstanding as a result of the Purchaser not having complied in full with its obligations pursuant to Clauses 7 and/or 10). The procedure contained in Clauses 4.7, 6.2 and 6.4 shall apply mutatis mutandis to the Put Deficit.
Appears in 1 contract
Security. The due On the Effective Date, Tenant shall deposit with Landlord a security deposit in the amount of $170,000.00, as a security for the performance by Tenant of its obligations under this Lease (the “Security Deposit”). If Tenant is in default, Landlord may, but without obligation to do so, use the Security Deposit, or any portion thereof, to cure the default or to compensate Landlord for all damages sustained by Landlord resulting from Tenant’s default, including, but not limited to Landlord’s attorney’s fees and punctual payment costs. Tenant shall, immediately on demand, pay to Landlord a sum equal to the portion of the principal ofSecurity Deposit so applied or used so as to replenish the amount of the Security Deposit held to increase such deposit to the amount initially deposited with Landlord. Within thirty (30) days after the termination of this Lease, premiumLandlord shall return the Security Deposit to Tenant, if anyless such amounts as are reasonably necessary, as determined solely by Landlord, to remedy Tenant’s default(s) hereunder. If the cost to restore the Premises to the condition agreed upon herein exceeds the amount of the Security Deposit, Tenant shall promptly deliver to Landlord any and all of such excess sums as reasonably determined by Landlord. Landlord shall not be required to keep the Security Deposit separate from other funds, and, unless otherwise required by law, Tenant shall not be entitled to interest on the Senior Notes when and as Security Deposit. In no event or circumstance shall Tenant have the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations right to any use of the Issuers and Security Deposit and, specifically, Tenant may not use the Guarantors Security Deposit as a credit or to otherwise offset any payments required hereunder, including, but not limited to, Rent or any portion thereof. On the Holders commencement of Senior Notes, any Extended Term the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, Tenant shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously deposit with the execution of this Indenture for Landlord, along with the benefit of the Holders of Senior Notes. Each Holder of Senior Notesfirst rent due during such Extended Term, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or any additional sum as may be required by to bring the provisions Security Deposit up to the full amount of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or initial Base Monthly Rent for any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentssuch Extended Term.
Appears in 1 contract
Samples: Lease (Echelon Corp)
Security. The due DEPOSIT Tenant has deposited with Landlord the sum of Five Thousand Six Hundred Forty-four and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same 80/100 Dollars ($5,644.80). Said sum shall be due and payable, whether on an Interest Payment Date, at maturity, held by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Landlord as security for the obligations faithful performance by Tenant of all the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall not be required to use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within thirty (30) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general fund and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Issuers hereunderLease term. In the event of termination of Landlord's interest in this Lease, a valid and enforceable perfected priority Lien Landlord shall transfer said deposit to Landlord's successor in and on all the Collateral in accordance with the terms of the Collateral Documentsinterest.
Appears in 1 contract
Samples: Office Building Lease (Ambassadors International Inc)
Security. The due and punctual payment (a) Tenant has deposited with Landlord or an irrovable letter of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided credit from a New York Bank in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution sum of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, $49,559.50 as security for the obligations faithful performance and observance by Tenant of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this Lease; it is agreed that in and on all the Collateral event Tenant defaults in accordance with the terms respect of any of the Collateral Documentsterms, provisions and conditions of this Lease, including, but not limited to, the payment of Basic Rent and Additional Charges, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Basic Rent and/or Additional Charges and/or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect to any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Premises to Landlord. In the event of a sale of the land and building, or leasing of the Building, of which the Premises forms a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security and Tenant agrees to look to the new Landlord solely for the return of such security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
(b) The security deposited pursuant to the provisions of this Article shall be placed in an interest bearing account in a New York State banking institution having a New York City branch selected by Landlord, subject to Landlord's sole right to change the depository at any time to any banking organization having a place of business in the City of New York, interest earned to become additional security. It is also understood and agreed that interest at 1.0% per annum of the security funds shall be retained by Landlord as an administrative fee.
Appears in 1 contract
Security. 5.1 The due Borrower(s) unconditionally agree(s) that repayment and punctual payment of the principal ofLoan, premiuminterest, if anyfees, charges, commitment charges, penal charges and interest on the Senior Notes when expenses and as the same shall be all other amount due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on payable under the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors Agreement to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, FICCL shall be secured by a first charge by way of mortgage in favour of FICCL over the Collateral, Property and such other properties as provided FICCL may require from time to time.
5.2 FICCL shall have the right to decide in its sole discretion the Collateral Documents which type of mortgage or any other security and/ or additional security to be created by the Issuers Borrower(s) for securing the Loan and all other amounts as aforesaid and the applicable parties have entered into simultaneously Borrower(s) shall be bound to create such security and shall duly execute documents evidencing the same as may be required by FICCL.
5.3 The Borrower(s) shall execute any bond(s) or Promissory Notes for the Loan and all such other documents, power of attorney and agreements as may be required by FICCL. The originals of such documents shall be kept in safe custody with FICCL. Borrower Co-Borrower Authorised Signatory
5.4 The securities provided herein shall be deemed to be continuing security in respect of the Loan availed by the Borrower(s). The Securities shall not be discharged till such time all the dues in respect of the Loan are fully paid to the satisfaction of the FICCL and FICCL consents to give discharge in respect of any security in writing to the Borrower(s).
5.5 The securities shall be created within seven days from the first disbursement of the Loan or as directed by FICCL. In case of any delay by the Borrower(s) to comply with the execution above then FICCL would be entitled to levy additional interest rate @ 4 % and shall be deemed to form part of the outstanding Loan. The liability to pay additional interest shall be without prejudice to FICCL’s other rights and remedies.
5.6 If at any time during the subsistence of this Indenture for Agreement, FICCL is of opinion that securities provided by the benefit of Borrower(s) has become inadequate to cover the Holders of Senior Notes. Each Holder of Senior Notesbalance due to FICCL, by its acceptance thereofthen on FICCL advising the Borrower(s) to that effect, consents the Borrower(s) shall provide and agrees furnish to FICCL, to the terms satisfaction of the Collateral Documents (includingFICCL, without limitation, the provisions providing for foreclosure and release of Collateral) such additional security as the same may be in effect or acceptable to FICCL to cover such deficiency. The Borrower(s) further undertake(s) to submit such other documents as may be amended required by FICCL from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver regard to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentssaid Loan.
Appears in 1 contract
Samples: Loan Agreement
Security. The due Tenant has deposited with Owner (a) cash or a Letter of Credit in the amount of $360,000.00 for the Temporary Space (the "Temporary Space Security Deposit") and punctual (b) Letter of Credit in the amount of $198,500.00 for the Long Term Space (the "Long Term Space Security Deposit") as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the principal ofwhole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, premiumor any other sum as to which Tenant is in default, if anyor for any sum which Owner may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and interest on conditions of this lease, including but not limited to, any damages or deficiency in the Senior Notes when and as re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be due replenished to its former amount. In the event that Tenant shall fully and payablefaithfully comply with all of the terms, whether on an Interest Payment Dateprovisions, at maturitycovenants and conditions of this lease, by accelerationthe security shall be returned to Tenant after the date fixed as the end of the lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building, repurchaseor leasing of the building, redemption of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or otherwiselessee, and interest on Owner shall thereupon be released by Tenant from all liability for the overdue principal of, premium, if anyreturn of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and interest on it is agreed that the Senior Notes and performance of all other obligations provisions hereof shall apply to every transfer or assignment made of the Issuers and the Guarantors security to the Holders of Senior Notesa new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the Trustee monies deposited herein as security, and that neither Owner nor its successors or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, assigns shall be secured bound by the Collateralany such assignment, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notesencumbrance, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect attempted assignment or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsattempted encumbrance.
Appears in 1 contract
Security. The due Tenant shall deposit with Landlord on the signing of this Lease the sum of Seven Thousand Eight Hundred Twenty-Five Dollars ($7,825.00), as security for the faithful performance and punctual observance by Tenant of the terms, covenants, conditions and provisions of this Lease, including, without limitation, the surrender of possession of the Premises to Landlord as herein provided. If an Event of Default shall occur and be continuing, Landlord may apply or retain the whole or any part of the security so deposited, (i) for the payment of the principal ofany Fixed Rent, premiumEscalation Rent or any other item of Rental as to which Tenant is in default, if any, and interest on the Senior Notes when and as the same shall (ii) for any sum which Landlord may expend or be due and payable, whether on an Interest Payment Date, at maturity, required to expend by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance reason of all other obligations Tenant's default in respect of any of the Issuers terms, covenants and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution conditions of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior NotesLease, by its acceptance thereofincluding, consents and agrees to the terms of the Collateral Documents without limitation, any damage, expense (including, without limitation, attorneys' fees and disbursements) or liability incurred or suffered by Landlord, and (iii) against any damages or deficiency which Landlord may suffer or incur in the provisions providing reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains any part of the security so deposited, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord shall have the full deposit on hand at all times during the Term. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the Expiration Date and after delivery of possession of the Premises to Landlord. In the event of a sale or leasing of the Real Property or the Building, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for foreclosure and release the return of Collateral) as such security. Tenant shall look solely to the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs new landlord for the Collateral Agent to enter into return of the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithsecurity. The Issuers and the Guarantors provisions hereof shall deliver apply to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do every transfer or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions assignment of the Collateral Documents security made to assure and confirm a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, monies deposited herein as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured herebyneither Landlord nor its successors or assigns shall be bound by any such assignment, according to the intent and purposes herein expressed. The Issuers shall takeencumbrance, attempted assignment or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsattempted encumbrance.
Appears in 1 contract
Security. The sum of One Hundred Ninety Two Thousand Nine Hundred Thirty Seven and 50/100 Dollars ($192,937.50) representing security (referred to as “Security”) for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed is due and punctual payment payable at the time of the principal ofexecution and delivery of this Lease. In the event of any default by Tenant in the observance or performance of any of the terms, premium, if any, and interest covenants or conditions of this Lease on the Senior Notes part of Tenant to be observed or performed including, but not limited to, any default in the payment when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations any monthly installment of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee Fixed Rent or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided increase in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed Fixed Rent payable pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of Articles TWENTY-FIRST or TWENTY-SECOND or of any additional rent, Landlord may use or apply all or any part of the Collateral Documents Security for the payment to assure Landlord for Tenant’s account of any sum or sums due under this Lease, without thereby waiving any other rights or remedies of Landlord with respect to such default. Tenant agrees to replenish all or any part of the Security so used or applied during the Term. In the event that Tenant shall fully and confirm faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security shall be returned to Tenant after the Collateral Agent date fixed as the end of the Lease and after delivery of entire possession of the Demised Premises to Owner. Tenant agrees that, unless required by law or by the general policies of lending institutions in New York City, Landlord shall not be required to deposit the Security in an interest-bearing savings account and shall deposit the same with a New York bank selected by Landlord.. Tenant agrees that Tenant shall not assign or encumber any part of the Security, and no assignment or encumbrance by Tenant of all or any part of the Security shall be binding upon Landlord, whether made prior to, during, or after the Term. Landlord shall not be required to exhaust its remedies against Tenant or against the Security before having recourse to any other form of security held by Landlord and recourse by Landlord to any form of security shall not affect any remedies of Landlord which are provided in this Lease or which are available to Landlord in law or equity. In the event of any sale, assignment or transfer by Landlord named herein (or by any subsequent Landlord) of its interest in the Collateral contemplated herebyBuilding as owner or lessee, by Landlord (or such subsequent owner) shall have the Collateral Documents right to assign or any part thereoftransfer the Security to its grantee, as from time assignee or transferee and, in the event of such assignment or transfer, Landlord named herein, (or such subsequent Landlord) shall have no liability to time constituted, so as to render the same available Tenant for the security return of the Security and benefit Tenant shall look solely to the grantee, assignee or transferee for such return. A lease of the entire Building shall be deemed a transfer within the meaning of the foregoing sentence. Notwithstanding anything to the contrary set forth in the foregoing provisions of this Indenture Article, Landlord shall be entitled to retain the one (1%) percent administrative fee permitted by law to be retained by landlords with respect to security deposits. Provided that Tenant is not then in default under this Lease after applicable notice and expiration of any applicable grace period, Landlord shall return (or credit) to Tenant on the fourth (4th) anniversary of the Senior Notes Commencement Date, a portion of the Security held under the provisions of this Article 20th equal to Eighty Five Thousand Seven Hundred Fifty and 00/100 Dollars ($85,750.00), and as a result thereof the Guarantees secured herebySecurity hereunder shall be then reduced to One Hundred Seven Thousand One Hundred Eighty Seven and 50/100 Dollars ($107,187.50); further provided, according however, that in the event of two (2) defaults by Tenant under this Lease (and failure to cure beyond applicable notice and cure periods in each instance) which defaults occur subsequent to such reduction in the amount of Security, Landlord shall entitled to demand restoration of the amount of Security so reduced to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, original amount of Security under this Lease as security for the obligations of the Issuers hereunder, a valid Commencement Date and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsTenant shall so restore said amount within ten (10) day after written demand thereof.
Appears in 1 contract
Samples: Lease (Passport Brands, Inc)
Security. The due and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with Section 33.01. Upon the execution of this Indenture for Lease, Tenant shall deposit with Landlord the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainSecurity Deposit Amount, as security for the obligations faithful performance and observance by Tenant of all of the Issuers hereundercovenants, agreements, terms, provisions and conditions of this Lease. Tenant agrees that, if Tenant shall default in respect of any of the covenants, agreements, terms, provisions and conditions of this Lease (beyond notice and the expiration of the applicable cure period, if any) including the payment of the Fixed Rent and additional rent, Landlord may use, apply or retain the whole or any part of the security being held by Landlord (the "Security") to the extent required for the payment of any Fixed Rent and additional rent, or any other payments as to which Tenant shall be in default or for any monies which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the covenants, agreements, terms, provisions and conditions of this Lease, including any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Notwithstanding the foregoing sentence, however, Landlord shall not use, apply or retain the whole or any part of the Security if Tenant's default (i) is non-monetary and (ii) arises from strikes, lock-outs or labor problems, governmental preemption, or by reason of any Legal Requirements, or by reason of the conditions of supply and demand which have been or shall be affected by war or other emergency or general market conditions or otherwise; provided, however, that Tenant shall use its best efforts and diligently pursue to completion the curing of such default. Landlord shall not be required to so use, apply or retain the whole or any part of the Security so deposited, but if the whole or any part thereof shall be so used, applied or retained, then Tenant shall, within ten (10) days after demand therefor deposit with Landlord an amount in cash equal to the amount so used, applied or retained, so that Landlord shall have the entire Security on hand at all times during the Term. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants, agreements and conditions of this Lease, the Security shall be returned to Tenant within thirty (30) days after the Expiration Date or earlier termination of this Lease as provided herein and delivery of exclusive possession of the Demised Premises to Landlord. In the event of any making or assignment of any Underlying Lease or upon a valid conveyance of the Building: (i) Landlord shall have the right to transfer the Security to the assignee or lessee or transferee, (ii) Landlord shall thereupon be released by Tenant from all liability for the return of such Security, and enforceable perfected priority Lien (iii) Tenant agrees to look solely to Landlord's successor for the return of said Security provided that Tenant has received notice thereof, it being agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new Landlord. Tenant further covenants that Tenant will not assign or encumber or attempt to assign or encumber the monies deposited herein as Security, and that neither Landlord nor Landlord's successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Section 33.02. Landlord agrees to place the Security in an interest- bearing account, and, unless disbursed or applied by Landlord as provided in Section 33.01 above, the interest earned thereon (less an amount equal to one (1%) percent of the Security, which may be retained by Landlord each year as compensation for management and administration of said account) shall be disbursed annually to Tenant when Landlord shall generally make such distributions to tenants in the Building, but only if Tenant shall not be in default with respect to any of Tenant's obligations under this Lease beyond notice and the expiration of the applicable cure period, if any.
A. Notwithstanding anything to the contrary contained in Section 33.01 above, in lieu of a cash security deposit, Tenant may deliver to Landlord a clean, irrevocable, transferable and unconditional letter of credit (the "Letter of Credit") issued by and drawn upon a commercial bank (hereinafter referred to as the "Issuing Bank") which shall be a member bank of the New York Clearinghouse Association (or, in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and shall have a net worth of not less than $100,000,000, with reasonably appropriate evidence thereof to be submitted by Tenant), which Letter of Credit shall: (i) have a term of not less than one (1) year, (ii) contain the same substance and be in materially the same form annexed hereto as Exhibit "G," (iii) be for the account of Landlord, (iv) be in the amount of $70,950.00, (v) except as otherwise provided in this Section 33.03, conform and be subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500 (or any revision thereof or successor thereto), (vi) be fully transferable by Landlord without any fees or charges therefor (or, if the Letter of Credit shall provide for the payment of any transfer fees or charges, the same shall be paid by Tenant as and when such payment shall be requested by the Issuing Bank), (vii) provide that Landlord shall be entitled to draw upon the Letter of Credit upon presentation to the Issuing Bank of a sight draft accompanied by Landlord's statement that Landlord is then entitled to draw upon the Letter of Credit pursuant to the terms of this Lease, and (viii) provide that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each year thereafter during the entire Term of this Lease and for a period of thirty (30) days thereafter, unless the Issuing Bank shall send notice (the "Non-Renewal Notice") to Landlord by certified or registered mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall have the right, by sight draft on the Issuing Bank, to receive the monies represented by the then existing Letter of Credit, and to hold and/or disburse such proceeds pursuant to the terms of Section 33.01 above as cash security. If Landlord shall fail, for any reason whatsoever, to draw upon the Letter of Credit within said forty-five (45) day period, and the Letter of Credit shall expire prior to the thirtieth (30th) day following the Expiration Date of the Term of this Lease, then Tenant shall within five (5) days after demand therefor deposit with Landlord the Security Deposit Amount in cash or furnish Landlord with a replacement Letter of Credit (which shall comply with all of the Collateral conditions set forth in the immediately preceding sentence), so that Landlord shall have the entire Security on hand at all times during the Term and for a period of thirty (30) days thereafter. Tenant acknowledges and agrees that the Letter of Credit shall be delivered to Landlord as security for the faithful performance and observance by Tenant of all of the covenants, agreements, terms, provisions and conditions of this Lease, and that Landlord shall have the right to draw upon the entire Letter of Credit in any instance in which Landlord would have the right to use, apply or retain the whole or any part of any cash security deposited with Landlord pursuant to Section 33.01 above. If Landlord shall draw upon the entire Letter of Credit and such amount shall be greater than that required for the payments referred to in the first sentence of Section 33.01 hereof, the balance of any amounts received by Landlord pursuant to drawing upon such Letter of Credit shall be held by Landlord as a cash security deposit in accordance with the terms provisions of this Section 33.
B. In the event that Tenant shall elect to furnish the Letter of Credit in lieu of cash security: (i) all references to "Security" in Section 33.01 above shall be deemed to refer to the Letter of Credit, or any proceeds thereof as may be drawn upon by Landlord, and (ii) the provisions of Section 33.02 above shall apply only to such Letter of Credit proceeds (if any) as may be drawn and held by Landlord.
C. Landlord agrees that, provided that the conditions set forth below shall be satisfied, Tenant shall be permitted to (i) reduce the amount of said Letter of Credit on the third (3rd) anniversary of the Collateral DocumentsCommencement Date to $47,300 (with such anniversary date being referred to as the "Reduction Date", and such reduction being referred to as the "Permitted Reduction"), or (ii) in the event that Landlord shall then be holding cash security in lieu of a Letter of Credit, to receive a refund on or after the third (3rd) anniversary of the Commencement Date, in an amount equal to the difference between the amount of cash security then being held by Landlord and $47,300, if any. Landlord shall have no obligation to refund any portion of the cash security until thirty (30) days following Landlord's receipt of a written notice requesting such refund (the "Security Refund Notice"). Landlord agrees that, if and to the extent Landlord's cooperation shall be required in order to facilitate a Permitted Reduction, Landlord will, at Tenant's request, but at no cost or expense to Landlord, cooperate with Tenant in all reasonable respects to cause such Permitted Reduction to occur. Tenant shall only have the right to reduce the Letter of Credit or to receive such refund as aforesaid provided that on the Reduction Date or the date upon which Landlord shall receive the Security Refund Notice (x) Tenant shall not then be in default (after notice and the expiration of the applicable cure period) with respect to any of Tenant's non-monetary obligations under this Lease (a "Non-Monetary Default") and (y) Tenant shall not be in default with respect to any of Tenant's monetary obligations under this Lease after notice and the expiration of the applicable cure period, if any (a "Monetary Default"); it being agreed, however, that following Tenant's cure of such Non-Monetary Default or Monetary Default, as the case may be, Tenant shall be permitted to reduce the Letter of Credit or receive such refund as aforesaid.
Appears in 1 contract
Samples: Lease (CTC Communications Corp)
Security. The due and punctual payment (Supplementing Article 34) --------
65.01 Tenant has deposited with Landlord the sum of ("the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, "Security") either in cash or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance Letter of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, Credit as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainSection 65.02, as security for the obligations faithful performance and observance by tenant of the Issuers hereunderterms, provisions and conditions of this lease. Landlord agrees that in the event Tenant deposits a valid cash security as aforesaid, Landlord shall maintain said cash security in an interest bearing account, in a bank or savings and enforceable perfected priority Lien loan association to be selected, from time to time, by Landlord in its sole discretion which account shall be insured by the Federal Deposit Insurance Corporation, so long as such insurance shall be available, and on all interest earned thereon (except with respect to Landlord's administrative expense as set forth below) shall be retained in such account and be deemed added to the Collateral cash security deposited hereunder or upon request of Tenant be delivered to Tenant annually within twenty (20) days after such request. Landlord agrees further to hold the said cash security in accordance with such an account for the entire term hereof, subject, however, to the terms of this Article 65 with respect to the Collateral Documentsapplication of the security in the event of Tenant's default hereunder. To the extent permitted by law, Tenant agrees that Landlord shall be entitled to receive and retain per such sum from time to time as Landlord shall determine, in its sole discretion. Landlord shall not be required to credit any of the cash security with interest for any period during which Landlord does not receive interest thereon. It is agreed that in the event Tenant defaults after notice and the expiration of any applicable cure period hereunder, in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the cash security so deposited and any interest thereon then held by Landlord, or Landlord may notify the "Issuing Bank" (as such term is defined in Section 65.02) and thereupon receive all of the monies represented by the said Letter of Credit and use, apply or retain the whole or any part of such proceeds, as the case may be, to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default, after notice and any cure period provided herein, or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default after notice and the expiration of any applicable cure period hereunder, in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Landlord applies or retains any portion or all of such cash security and interest held thereon, or proceeds of such Letter of Credit, as the case may be, Tenant shall forthwith restore the amount so applied or retained so that at all times, the amount deposited shall be equal to the Security plus the amount of any interest held thereon immediately prior to such application or retention in the event of a cash security deposit. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the cash security and any interest thereon then held by Landlord, or Letter of Credit, as the case may be, shall be returned to Tenant within fifteen (15) days following the date fixed as the end of the lease and after delivery of entire possession of the Demised Premises to Landlord.
65.02 In lieu of a cash deposit, Tenant may deliver to Landlord a clean, irrevocable and unconditional letter of credit (hereinafter referred to as the "Letter of Credit") which shall (a) be issued by and drawn upon any commercial bank (hereinafter referred to as the
Appears in 1 contract
Security. The due channels used to exchange data and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, Instructions shall be secured in a proper and sufficient manner. The Parties agree that: a two-level encryption (i.e. encryption of each file and the transfer of such file) shall be used; the Home DGS is responsible for ensuring the security of the transfer of the Payment Instructions File to the Host DGS and the Home DGS may place whatever reasonable obligations and/or restrictions on the Host DGS as it sees fit in order to ensure the security of the transfer and/or to fulfil domestic legal obligations on the Home DGS with regard to data protection; in such a case the Home DGS shall pay the Host DGS for any costs incurred by the CollateralHost DGS to meet the Home DGS´s requirements in this respect; those reasonable obligations or restrictions imposed by the Home DGS may include, without restriction, a requirement for the Host DGS to establish a Secure File Transfer Protocol ("SFTP") for a peer to peer file transfer. Unless otherwise agreed by the Parties in the Bilateral-Spec., the default solution which the two Parties shall use for the encryption of electronic data and files is the PGP solution. 11 CURRENCY AND PAYMENT METHOD The Host DGS shall make payments available to the Host Depositors in the Payout Currency, using the Payment Method.
11.1 Currency The Payout Currency shall be used: by the Home DGS to determine the balances of covered deposits of Depositors and to generate the Payment Instructions; by the Home DGS to calculate and send the Payout Amount; and by the Host DGS to carry out the Repayment. The Payout Currency shall be determined by the Home DGS’s national legislation and communicated by the Home to the Host DGS. When, under the Home DGS’s Applicable Law, the Payout Currency is not the official currency of the Host DGS’s Member State, or is not the only official currency of the Host DGS´s Member State, the Payout Currency shall be specified in the Bilateral-Spec. By exception to the above and if allowed by the Applicable Law, the Parties may also choose another currency for a specific Payout, taking into account the circumstances, as provided long as they both specifically agree in writing in advance. Where there is a need for a currency exchange, the Collateral Documents which rate to be applied shall be the Issuers and spot rate published by the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit central bank of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to Home DGS’s Member State at the terms date of the Collateral Documents (includingPayout Event or, without limitationif that rate is not published, the provisions providing for foreclosure and release of Collateral) as cross rate based on the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required spot rates published by the provisions central bank of the Collateral Documents to assure and confirm to Home DGS’s Member State at the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and date of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsPayout Event.
Appears in 1 contract
Samples: Cooperation Agreement
Security. The due and punctual payment Collateral Agent shall have received at the Closing Date:
(i) appropriately completed copies, which have been duly authorized for filing by the appropriate Person, of the principal of, premiumUCC Form UCC-3 termination statements, if any, and interest on necessary to release all Liens (other than Permitted Prior Liens) of any Person in any collateral described in the Security Documents previously granted by any Person, except to the extent that the administrative agent under the Existing Senior Notes when and Secured Credit Facility has not delivered such termination statements as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors Closing Date but has agreed to pursuant to a release, reconveyance, satisfaction or other instrument described in clause (iv) below;
(ii) confirmation reasonably satisfactory to the Holders of Senior Notes, Administrative Agent that First American Title Insurance Company has accepted the Trustee or Closing Date Mortgages for recording and will cause the Closing Date Mortgages to be duly filed and recorded within ten days following the Closing Date and has agreed to issue to the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders Secured Parties, a policy of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents title insurance in form and agrees substance reasonably satisfactory to the terms Administrative Agent, insuring each Closing Date Mortgage to be a valid, enforceable and perfected Lien upon all real property described therein, free from all prior Liens except Permitted Prior Liens, for the full amount of the Collateral Documents Secured Obligations; and
(including, without limitationiii) all UCC Financing Statements or other similar Financing Statements and UCC Form UCC-3 termination statements required pursuant to clauses (i) and (ii) above (collectively, the provisions providing for foreclosure and release of Collateral"Financing Statements") as shall have been delivered to CT Corporation System or another similar filing service company acceptable to the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs Administrative Agent (the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith"Filing Agent"). The Issuers and the Guarantors Filing Agent shall deliver have acknowledged in a writing reasonably satisfactory to the Collateral Administrative Agent copies and its counsel (i) the Filing Agent's receipt of all documents executed pursuant to this Indenture Financing Statements, (ii) that the Financing Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Collateral Documents Filing Agent will notify the Administrative Agent and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions its counsel of the Collateral Documents to assure and confirm to results of such submissions within 30 days following the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsClosing Date.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tesoro Petroleum Co Inc)
Security. The due and punctual payment a) In consideration of the principal ofLender granting the Loan and as a security for the same, premium, if anythe Borrower and/or the Guarantor(s) hereby agree(s) to create security in favour of the Lender over the assets as set out in Schedule 5 herein (hereinafter collectively referred to as the "Security"). The Borrower and / or the Guarantor hereby authorizes the Lender to create charge over the said assets in favour of the Lender by registering of charges with various authorities, and interest on the Senior Notes when and as cost incurred by the same Lender for creation of such charges shall be due borne by the Borrower and payableshall be paid by the Borrower upfront or at the time of registration of the charge and in the event of not remitting the same, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, the Lender may debit such amount to the loan account of the Borrower.
b) The Security provided under this Agreement shall be for repayment of the Loan together with the interest and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations herein. At no point of time the Borrower and/or the Guarantor(s) shall be allowed to withdraw any Security or part of it provided hereunder except with the prior written consent of the Issuers and Lender, which consent may be given at the Guarantors to discretion of the Holders Lender.
c) If at any point of Senior Notestime, in the view of Lender, the Trustee or Security provided by the Collateral Agent Borrower and/or the Guarantor(s) under this IndentureAgreement is not sufficient to cover the entire loan amount, then, the Senior NotesLender may, require the Guarantees Borrower and/or the Guarantor(s) to provide such additional security in such manner and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or form as may be required by the provisions Lender in this regard, and the Borrower and/or the Guarantor(s) hereby agrees to provide the additional security within the time period as stated by the Lender.
d) The liability of the Collateral Documents Borrower and the Guarantor(s) shall be joint and several, notwithstanding that any Security or Securities comprised in any instrument(s) executed or to assure be executed by the Borrower and/or the Guarantor(s) in favour of the Lender shall, at the time when the proceedings are taken against the Borrower or Guarantor(s) under the guarantee or other security documents be outstanding or unrealized or lost.
e) The Borrower and confirm the Guarantor(s) hereby agree that, the Lender shall have right of lien over all the assets of the Borrower and the Guarantor(s) for the Loan availed by the Borrower either under this Agreement or under any other agreement or financial assistance availed by the Borrower from the Lender. The Borrower and Guarantor(s) hereby agree that they shall not in any way, dispose off their assets without the prior written consent of the Lender.
f) The Borrower shall strive to insure the assets mentioned under Schedule 5 of this agreement against the risk of fire, burglary and other catastrophy. In case the Lender insures the same in the name of the Borrower and/or Lender at the cost of the Borrower, the Lender is entitled to deduct the first year's premium amount as mentioned in the Schedule 2 from the loan amount granted to the Collateral Agent the security interest Borrower. The subsequent year's premium as mentioned in the Collateral contemplated hereby, Schedule 3 shall be paid by the Collateral Documents or any part thereofBorrower which will be added to the EMI amount payable by the Borrower, as from time to time constituted, so as enable the Lender to render cover the same available insurance for the security and benefit of this Indenture and of subsequent years. Should there be a difference in the Senior Notes and premium payable, the Guarantees secured hereby, according difference amount shall be debited or credited as the case may be to the intent loan account, and purposes herein expressed. The Issuers in case of debit, such amount shall takebe payable by the Borrower within 7 days of receipt of notice from the Lender and in the event of failure to pay the amount within the stipulated time, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance then such amount is payable together with the terms of the Collateral Documents.interest @36% p.a
Appears in 1 contract
Samples: Loan Agreement
Security. The due Tenant, simultaneously with the Commencement Date, has deposited with Landlord the sum of $35,000.00, the receipt of which is hereby acknowledged (checks subject to collection), which sum shall be retained by Landlord as security for the payment of rent by Tenant and punctual for Tenant's faithful performance of its obligations under this Lease. Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the principal ofrent and any other sum payable by Tenant under this Lease, premiumand/or toward the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto and Tenant shall remain I liable for any amounts that such sum shall be insufficient to pay. Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord to do so. In the event this deposit shall not be utilized for any of such purposes, then such deposit shall be returned by Landlord to Tenant within fifteen (15) days after the expiration of the term of this Lease or any extension hereof, less an amount, if any, determined by Landlord to be reasonably necessary for the fulfillment of Tenant's obligations that survive the term of this Lease, which amount shall be immediately returned to Tenant upon fulfillment of such obligations. Promptly, upon demand by Landlord, Tenant shall deposit with Landlord such additional sum as may be necessary to replace any amounts expended therefrom by Landlord pursuant to the provisions hereof, so that there shall always be a security deposit in the sum first set forth above. Landlord may commingle the security deposit with other funds and shall not be required to pay Tenant any interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notessaid security deposit. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same The security may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies form of all documents executed an irrevocable, unconditional letter of credit pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit Section 21.19 of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsLease.
Appears in 1 contract
Samples: Lease Agreement (Revenge Marine Inc)
Security. The due Twenty-second.--The Tenant has this day deposited with the Landlord the sum of $ See Rider paragraph 29 as security for the full and punctual payment faithful performance by the Tenant of all the terms, covenants and conditions of this lease upon the Tenant's part to be performed, which said sum shall be returned to the Tenant after the time fixed as the expiration of the principal ofterm herein, premiumprovided the Tenant has fully and faithfully carried out all of said terms, if anycovenants and conditions on Tenant's part to be performed. In the event of a bona fide sale, and interest on subject to this lease, the Senior Notes when and as Landlord shall have the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on right to transfer the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors security to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture vendee for the benefit of the Holders Tenant and the Landlord shall be considered released by the Tenant from all liability for the return of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents such security; and the Tenant agrees to look to the terms new Landlord solely for the return of the Collateral Documents (includingsaid security, without limitation, and it is agreed that this shall apply to every transfer or assignment made of the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time security to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewitha new Landlord. The Issuers security deposited under the lease shall not be mortgaged, assigned or encumbered by the Tenant without the written consent of the Landlord. provided landlord gives notice to tenant and Transferee acknowledge in writing receipt of the ** Arbitration Twenty-third.--Any dispute arising under this lease shall be settled by arbitration. Then Landlord and Tenant shall each choose an arbitrator, and the Guarantors two arbitrators thus chosen shall deliver select a third arbitrator. The findings and award of the three arbitrators thus chosen shall be final and binding on the parties hereto. **security to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentstenant.
Appears in 1 contract
Samples: Lease Agreement (Imagemax Inc)
Security. The due and punctual payment of Tenant will deposit the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously Security with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, Landlord as security for the obligations faithful performance and observance by Tenant of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of rent, Landlord may use, apply or retain the whole or any part of the Security to the extent required for the payment of any rent as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To the extent that Landlord, during the term hereof, so uses, applies or retains all or any part of the Security, Tenant shall, on all demand, promptly restore the Collateral Security to its original amount. The Security (less any portions thereof used, applied or retained by Landlord in accordance with the terms provisions of this Article 5) shall be returned to Tenant after the termination date (or after such other date when the term may expire or be terminated, with out the fault of Tenant, pursuant to the provisions of this Lease or pursuant to law) and after delivery of entire possession of the Collateral DocumentsPremises to Landlord in accordance with the provisions of this Lease. In the event of a sale or leasing of the Land and Building, Landlord shall have the right to transfer the Security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security, and Tenant agrees to look to the new Landlord solely for the return of said Security. It is agreed that the provisions hereof shall apply to every such transfer or assignment made of the Security. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security and that neither Landlord nor its successors and assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Appears in 1 contract
Samples: Lease Agreement (Tangoe Inc)
Security. The due 10.01 It is declared and punctual agreed:
(a) that this Agreement shall be held by the Pledgee as a continuing security for the payment of the principal of, premium, if anySecured Obligations, and interest on that the Senior Notes when security so created shall not be satisfied by any intermediate payment or satisfaction of any part (but not all) of the Secured Obligations, and that the security so created shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Pledgee for all or any part of the Secured Obligations and may be enforced by the Required Holders without prior recourse to any such other security or to any other surety and that every power and remedy given to the Pledgee hereunder shall be in addition to and not a limitation of any and every other power or remedy vested in the Pledgee and that all the powers so vested in the Pledgee may be exercised from time to time and as often as the same Required Holders may deem expedient;
(b) that the security created by this Agreement shall not be due and payable, whether on an Interest Payment Date, at maturity, impaired affected or discharged by acceleration, repurchase, redemption reason of time or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured indulgence granted by the Collateral, Required Holders or any forbearance (whether as provided to payment time performance or otherwise howsoever) which might but for this provision have any such effect or by reason of any variation in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, Note Purchase Agreement or any other related agreement thereto or any of them or by reason of the provisions providing for foreclosure and release unenforceability invalidity or termination of Collateral) as or any irregularity in the same may be Note Purchase Agreement or any other related agreement thereto or any of them or the execution thereof by Pledgor or any other party thereto or any deficiency in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent power of any party thereto to enter into and perform their respective obligations thereunder and should any obligation or purported obligation of any such other party which if enforceable or valid or continuing would be secured by this Agreement be or become wholly or in part unenforceable or invalid or terminated for any reason whatsoever the Collateral Documents Pledgor shall keep the Pledgee and the Security Agent fully indemnified against any loss suffered by the Pledgee or the Security Agent as a result of any failure by any such party to perform its obligations any such obligation or purported obligation; and
(c) that until all Secured Obligations have been paid, discharged and exercise its satisfied in full (which expression shall not embrace payment of a dividend in liquidation or bankruptcy of less than 100%) and notwithstanding that the security created by this Agreement may have been realised, the Pledgor waives all rights thereunder of subrogation and agrees not to demand or accept repayment in accordance therewith. The Issuers and the Guarantors shall deliver whole or in part of any loan or advances at any time owing to the Collateral Agent copies Pledgor from NOC or to demand or accept any security in respect thereof or to assign the same or charge the same as security or to take any step to enforce any rights against NOC or to claim or prove in competition with the Pledgee or have the benefit of all documents executed pursuant to this Indenture and the Collateral Documents and shall do any share in any payment or cause to be done all such acts and things as may be 71 necessary composition from NOC or proper, any other person or as may be required in any other guarantee or security now or hereafter held by the provisions of Pledgee.
10.02 On the Collateral Documents to assure and confirm to Termination Date, the Collateral Agent Pledgee shall, at the Pledgor's request, discharge the security interest in the Collateral contemplated hereby, created by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes Agreement and the Guarantees secured hereby, according Security Agent shall return the Pledged Shares to the intent Pledgor, in a form transferable by delivery, free and purposes herein expressed. The Issuers clear of all Encumbrances arising by, through or under the Security Agent or the Pledgee, and in connection therwith shall take, or take such actions and shall cause their Subsidiaries execute and deliver such documents as the Pledgor may reasonably request to take any and all actions reasonably required to cause implement the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsforegoing.
Appears in 1 contract
Security. The due and punctual Borrower agrees that at all times before the termination of this Agreement, payment in full of the principal of, premium, if anyObligations (other than reimbursement and indemnity obligations which survive for which the Borrower has not received a notice of claim), and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations termination in full of the Issuers and the Guarantors to the Holders of Senior NotesCommitments, the Trustee or Administrative Agent shall have an Acceptable Security Interest in the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the applicable Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notesrequired below, by its acceptance thereof, consents and agrees subject to any permitted releases pursuant to the terms of this Agreement or the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Security Documents and to perform its obligations the grace periods set forth in Section 5.8 below, to secure the performance and exercise its rights thereunder payment of the Obligations as set forth in accordance therewiththe Security Documents. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents Borrower shall, and shall do cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or cause to be done hereafter acquired: (a) all such acts Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and things as may be 71 necessary held by a Wholly-Owned Domestic Restricted Subsidiary or proper, or as may be required the Borrower; (b) 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary but, in any event, no more than 66% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary; and (c) all other Properties of the Credit Parties other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Section 5.7 or any other provisions of the Collateral Documents Credit Documents, (i) neither the Borrower nor any Domestic Subsidiary shall be required to assure and confirm to the Collateral Agent the grant any security interest in more than 66% of the Collateral contemplated herebyVoting Securities issued by any First Tier Foreign Subsidiary, (ii) neither the Borrower nor any Subsidiary shall be required to grant any security interest in Equity Interests in any Foreign Subsidiary that is not a First Tier Foreign Subsidiary, and (iii) no Foreign Subsidiary shall be required to grant an Acceptable Security Interest in any of its Properties or otherwise be bound by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit requirements of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsSection 5.7.
Appears in 1 contract
Security. The due and punctual payment Landlord acknowledges receipt of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors Five Thousand Three Hundred -------- ($5,300.00) Dollars that Landlord is to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, retain as security for the obligations faithful performance of all the terms and conditions of this Lease. Landlord shall not be obligated to apply the security depose on rents or other charges in arrears, or in damages for failure to perform the terms and conditions of this Lease. Application of the Issuers hereundersecurity deposit to the arrears of rental payments or damages shall be at the sole option of the Landlord, a valid and enforceable perfected priority Lien the right to possession of the premises by the Landlord for nonpayment of rent for any other reason shall not in and on all any event be affected by the Collateral in accordance with security deposit. Tenant expressly acknowledges that Tenant shall not have the right to apply the security deposit to rent. In no event is the security deposit to be returned until Tenant has vacated the Premises end delivered possession to the Landlord. In the event the Landlord repossesses the Premises because of the default of the Tenant or because of the failure by the Tenant to carry out the terms and conditions of this Lease, Landlord may apply the security deposit on ail damages suffered to the day or repossession and may retain the balance of the Collateral Documentssecurity deposit to apply on damages that may accrue or be suffered thereafter by reasons of a default or breach of the Tenant. Landlord shall not be obligated to hold the security deposit in a separate fund, but may mix the security deposit with other funds of the Landlord, and Landlord shall not be obligated to pay interest to Tenant on the security deposit. As further security for the faithful performance of the terms and conditions of this Lease, Tenant hereby pledges and assigns to Landlord all of the furniture, fixtures, goods and chattels of Tenant, which shall or may be brought or put on said Premises, and the Tenant agrees that said lien may be enforced by distress, foreclosure or without press of law at the election of Landlord.
Appears in 1 contract
Samples: Lease (Eco Rx Inc)
Security. The due and punctual payment 35.01. Tenant shall deposit with Landlord the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with $462,500.00 upon the execution of this Indenture Lease. Said deposit (sometimes referred to as the "Security Deposit") shall be held by Landlord as security for the benefit faithful performance by Tenant of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to all the terms of the Collateral Documents (includingLease by said Tenant to be observed and performed. The Security Deposit shall not and may not be mortgaged, assigned, transferred, or encumbered by Tenant, without limitationthe written consent of Landlord, and any such act on the part of Tenant shall be without force and termination of the Lease as to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all of the terms, covenants, and conditions of the Lease and pays all of the fixed and additional rent and all other sums payable by Tenant to Landlord as they fall due, the provisions providing for foreclosure Security Deposit shall be promptly returned in full to Tenant after the expiration of the term of the Lease and release Tenant's satisfaction of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform all its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver accruing prior to the Collateral Agent copies Lease expiration date. In the event of bankruptcy or other creditor-debtor proceedings against Tenant, the Security Deposit and all documents executed pursuant to this Indenture and the Collateral Documents and other securities shall do or cause be deemed to be done applied first to the payment of fixed and additional rent and other charges due Landlord for all periods prior to the filing of such acts and things as may be 71 necessary or proper, or as may be required proceedings. In the event of sale by the provisions Landlord of the Collateral Documents to assure and confirm Building, Landlord may deliver the then balance of the Security Deposit to the Collateral Agent the security transferee of Landlord's interest in the Collateral contemplated herebyDemised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a superior mortgage to which the Lease is subordinate shall be responsible in connection with the Security Deposit, by the Collateral Documents way of credit or payment of any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall takefixed or additional rent, or otherwise, unless such mortgagee actually shall cause their Subsidiaries to take any and all actions reasonably required to cause have received the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsentire Security Deposit.
Appears in 1 contract
Samples: Lease Agreement (Globespan Inc/De)
Security. The due and punctual payment TENANT has deposited with LANDLORD the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents EIGHT THOUSAND EIGHT HUNDRED EIGHTY FOUR AND 88/100 (including, without limitation, the provisions providing for foreclosure and release of Collateral$8,884.88) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintainDOLLARS, as security for the obligations faithful performance and observance by TENANT of the Issuers hereunderterms, a valid provisions and enforceable perfected priority Lien conditions of this Lease; it is agreed that, in and on all the Collateral event TENANT defaults in accordance with the terms respect to any of the Collateral Documentsterms, provisions, and conditions of this Lease, including, but not limited to the payment of rent and additional rent, LANDLORD may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which TENANT is in default or for amy xxx which LANDLORD may expend or may be required to expend by reason of TENANT'S default in respect to any of the terms, covenants and conditions of this Lease, including, but not limited to any damages or deficiency in the re-letting of the premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by LANDLORD. In the event that TENANT shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease the security shall be returned to TENANT after the date fixed as the end of the Lease and after delivery of entire possession of the premises to LANDLORD. In the event of a sale of the land and Building, of which the premises form a part, LANDLORD shall have the right to transfer the security to the vendee, and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security and TENANT agrees to look to the new LANDLORD solely for the return of said security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new LANDLORD. TENANT further covenants that it will not assign or encumber the monies deposited herein as security and that neither LANDLORD nor its assigns shall be bound by any such assignment or encumbrance. LANDLORD shall not be required to keep the security in a segregated account and the security may be commingled with other funds of LANDLORD, and in no event shall TENANT be entitled to any interest on the security.
Appears in 1 contract
Security. The due As security for the full and punctual timely payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior NotesObligations, the Trustee or the Collateral Agent under this IndentureSEI shall, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall cause all other Loan Parties to, on or before the Closing Date, do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by in the provisions opinion of the Administrative Agent and the Collateral Documents Agent, and their counsel, to assure and confirm grant to the Collateral Agent or the Administrative Agent, as applicable, for the benefit of the Collateral Agent, the Administrative Agent and the Lenders a duly perfected first priority security interest in all Collateral subject to no prior Lien or other encumbrance or restriction on transfer other than Permitted Liens. Without limiting the foregoing, and to the extent not previously delivered under the Existing Agreement and its associated loan documents, SEI and each Subsidiary having rights in any Subsidiary Securities shall on the Closing Date deliver to the Collateral contemplated herebyAgent, by in form and substance reasonably acceptable to the Collateral Documents or any part thereofAgent, as from time (A) a Pledge Agreement which shall pledge to time constituted, so as to render the same available Collateral Agent for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documents.Agent, the Administrative Agent and the Lenders (i) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if SEI and its Subsidiaries shall own less than 65%, then all of the Voting Securities owned by them) and 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary, and (ii) except with respect to those Subsidiaries set forth in Schedule 3A.01, all of the Subsidiary Securities of all Domestic Subsidiaries and all Excluded Subsidiaries, (B) if such Subsidiary Securities are in the form of certificated securities, such certificated securities (including corrected certificates with respect to any certificated securities delivered pursuant to the Existing Agreement and its associated loan documents that require updating to accurately reflect the appropriate information), together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (C) if such Subsidiary Securities do not constitute securities and the Subsidiary has not elected to have such interests treated as securities under Article 8 of the Uniform Commercial Code, a control agreement (containing the provisions described in Section 6.19(d)) from the Registrar of such Subsidiary Securities and (D) Uniform Commercial Code financing statements reflecting the Lien in favor of the Collateral Agent on such Subsidiary Securities, each in form and substance acceptable to the Collateral Agent, and shall take such further action and deliver or cause to be delivered such further documents as required by the Security Instruments or otherwise as the Collateral Agent may request to effect the transactions contemplated by this Article IIIA. SEI shall pledge, and shall cause each applicable Subsidiary to pledge, to the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the
Appears in 1 contract
Security. The due 3.01 Subject as hereinafter provided the Borrower as beneficial owner hereby mortgages, charges and punctual assigns to the Bank as a continuing security for the payment and discharge of the principal of, premium, if any, and interest on Secured Obligations: FIRST the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations immoveable property of the Issuers Borrower both present and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees future and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers all buildings and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents fixtures (including, without limitation, the provisions providing for foreclosure and release of Collateralincluding trade fixtures) as the same may be in effect or may be amended from time to time in accordance with its terms on any such property all liens charges options agreements rights and authorizes interests over land both present and directs future and all plant machinery vehicles computers and office and other equipment of the Collateral Agent to enter into Borrower both present and future and any substitution or replacement thereof and all the Collateral Documents accessories and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers parts pertaining thereto and the Guarantors shall deliver to the Collateral Agent copies full benefit of all warranties and maintenance contracts for any of the same (excluding stock in trade of the Borrower). SECONDLY each and every of those stocks shares bonds and securities of any kind whatsoever whether marketable or otherwise in any company or entity registered in the name of the Borrower or its nominee and all rights interests titles and benefits of the Borrower both present and future thereto and therein and incidental thereto the certificates or other documents executed pursuant to this Indenture and of title for which are deposited with the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required Bank by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as Borrower from time to time constituted, so as to render (but excluding any of the same available pledged pursuant to Clause 3.02). THIRDLY each and every of those stocks shares bonds and securities of any kind whatsoever whether marketable or otherwise in any company or entity whether bearer or registered in the name of the Borrower or its nominee including without prejudice to the generality of the foregoing, any book-entry securities and all rights interests titles and benefits of the Borrower both present and future thereto and therein and incidental thereto (but excluding any of the same pledged pursuant to Clause 3.02 or mortgaged pursuant to Secondly above). FOURTHLY all the rights titles and benefits of the Borrower whatsoever, present or future under or arising out of any contract for the security sale or purchase of any stocks shares bonds or securities of any kind whatsoever in any company or entity to which the Borrower may be a party (whether as principal or agent) whether now or at any time in the future (whether directly or through any agent or nominee) together with all the Borrower's rights and benefit of this Indenture title and of the Senior Notes interest in and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations performance of any such contract and all claims, remedies and revenues accruing to or received or derived by or available to the Borrower in respect of any such contracts or security (but excluding any book debts charged pursuant to the premises Fifthly described). FIFTHLY all book and other debts revenues and claims both present and future (including things in action which may give rise to a debt revenue or claim and the proceeds of such debts revenues and claims) due or owing or which may become due or owing to or purchased or otherwise acquired by the Borrower and the full benefit of all rights and remedies relating thereto including but not limited to any negotiable or non- negotiable instruments guarantees indemnities debentures legal and equitable charges and other security reservation or proprietary rights rights of tracing liens and all other rights and remedies of whatsoever nature in respect of the Issuers hereundersame Provided always that no property mortgaged charged pledged or assigned pursuant to Secondly, Thirdly or Fourthly above or Clause 3.02 shall be mortgaged charged pledged or assigned pursuant to this Clause Fifthly. SIXTHLY the uncalled capital goodwill and all patent applications trade marks trade names registered designs and copyrights and all licences and ancillary and connected rights relating to the intangible property both present and future of the Borrower. SEVENTHLY the whole of the undertaking and all other property assets and rights of the Borrower whatsoever and wheresoever both present and future including but not limited to the stock in trade of the Borrower wheresoever and the premises First, Secondly, Fourthly and Sixthly described (if and in so far as the charges thereon herein contained shall for any reason be ineffective as fixed charges) and all assets acquired after the date or dates upon which the floating security hereby created crystallises.
3.02 The Borrower hereby pledges and agrees to pledge to and in favour of the Bank as a valid continuing security for the payment of all moneys and enforceable perfected priority Lien in the discharge of all obligations and on all liabilities hereby covenanted to be paid or otherwise hereby secured each and every of those instruments, bonds, certificates and other documents of any kind whatsoever whether marketable or otherwise now or at any time hereafter deposited by the Collateral in accordance Borrower with the terms Bank the title to and property in which are capable of passing by delivery.
3.03 The Borrower hereby declares that the security hereby created shall extend to and include all dividends and interest paid or payable on or in respect of any of the Collateral DocumentsSecurities after the date of this Deed and all stocks, shares, rights money or property accruing or offered by way of redemption, bonus, preference, option or otherwise to or in respect of the Securities and all allotments, accretions, offers, rights, benefits and advantages whatsoever accruing, offered or arising in respect of the same Provided that nothing in this Clause 3.03 shall be construed as placing on the Bank any obligation or liability whatsoever in respect of any of the foregoing.
3.04 The charges created by this Deed shall rank:
(a) as regards the Fixed Charged Assets, as first fixed charges; and
(b) as regards the Floating Charge Assets, as first floating charges (subject to Clause 3.05).
3.05 Save as permitted under this Deed, (i) if the Borrower mortgages, charges, pledges or assigns or otherwise encumbers (whether by way of fixed or floating security) any of the Floating Charge Assets or attempts so to do without the prior consent in writing of the Bank or (ii) if any person levies or attempts to levy any distress execution sequestration or other process against any of the Floating Charge Assets or (iii) if under any other security created by the Borrower with the consent of the Bank, any floating charge is converted to a fixed charge, or (iv) if the Bank gives notice to that effect to the Borrower, then (and in each such case) the charge hereby created over the assets the subject thereof shall automatically without notice operate as a fixed charge instantly such event occurs.
3.06 The Borrower hereby agrees that the Bank may at any time without notice after making demand on the Borrower for all or any sums hereby secured and notwithstanding any settlement of account or other matter whatsoever combine or consolidate all or any of the then existing accounts of the Borrower including accounts in the name of the Borrower jointly with others held by the Bank.
Appears in 1 contract
Samples: Deed of Debenture (Four Media Co)
Security. The due and punctual payment 41.01. Tenant has deposited with Landlord the sum of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, $95,343.75 as security for the obligations faithful performance and observance by Tenant of the Issuers terms, provisions, covenants and conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease including, but not limited to, the payment of fixed annual rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any fixed annual rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, provisions, covenants and conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, of which the demised premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be $95,343.75.
(a) In lieu of the cash security deposit provided for in Section 41.01 hereof Tenant may at any time during the term hereof deliver to Landlord and, shall, except as otherwise provided herein, maintain in effect at all times during the term hereof, an irrevocable letter of credit, in form and substance satisfactory to Landlord in the amount of the security required pursuant to this Lease issued by a banking corporation satisfactory to Landlord and having its principal place of business or it duly licensed branch or agency in the State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given not less than 45 days prior to the expiration thereof. Except as otherwise provided herein, Tenant shall, throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a "Security Letter") no later than 45 days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be not less than one year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in this Section 41.02(a), Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder.
(b) In the event Tenant defaults in respect to any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Security Letter in the manner, for the purpose, and to the extent provided in this Article 41, each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord's draft drawn on the issuing bank without accompanying memoranda on statement of beneficiary.
(c) In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of the Lease and Landlord utilizes all or any part of the security represented by the Security Letter but does not terminate this Lease as provided in Article 16 hereof, Landlord may, in addition to exercising its rights as provided in subsection 41.02(b) hereof, retain the unapplied and unused balance of the principal amount of the Security Letter as security for the faithful performance and observance by Tenant thereafter of the terms, provisions, and conditions of this Lease, and may use, apply, or retain the whole or any part of said balance to the extent required for payment of rent, additional rent, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or be required to expend by reason of Tenant's default in respect of any of the terms, covenants, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, a valid Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be not less than the security required by Section 41.01 hereof.
(d) In the event that Tenant shall fully and enforceable perfected priority Lien in and on faithfully comply with all the Collateral in accordance with the terms of the Collateral Documentsterms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, Landlord shall have the right to transfer any interest it may have in the Security Letter to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Letter, provided such vendee or lessee assumes any responsibilities of Landlord with respect to such Security Letter, and Tenant agrees to look solely to the new landlord for the return of said Security Letter; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Letter to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event of a sale of the Building Landlord shall have the right to require Tenant to deliver a replacement Security Letter naming the new landlord as beneficiary and, if Tenant shall fail to timely deliver the same, to draw down the existing Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is delivered.
Appears in 1 contract
Samples: Lease Agreement (24/7 Media Inc)
Security. The due Section 39.01. Tenant has deposited with Landlord the sum of ONE HUNDRED THOUSAND and punctual payment 00/100 ($100,000.00) DOLLARS as security for the faithful performance and observance by Tenant of the principal ofterms, premiumprovisions, covenants and conditions of this Lease in cash and/or in the form of a Letter of Credit (the “security deposit”) as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease, which Letter of Credit, if any, shall comply with the following provisions. Said Letter of Credit shall be issued by a “money center” bank, shall name National Realty & Development Corp. as sole beneficiary, shall be presentable for payment at the counters of a branch of the issuing bank in the Metropolitan New York area or by mail at a specific branch of the issuing bank in the continental United States and interest shall be delivered to Landlord on or prior to the date hereof. The Letter of Credit shall expire on the Senior Notes when and Expiration Date (as the same may be extended in accordance with Article 40 below). The form of such Letter of Credit and the issuing bank shall be due subject to the approval of Landlord and payable, whether on an Interest Payment Date, at maturity, its counsel. The Letter of Credit shall provide that upon any default by acceleration, repurchase, redemption or otherwise, and interest on Tenant the overdue principal of, premium, if any, and interest on beneficiary shall be entitled to draw upon the Senior Notes and performance Letter of all other obligations Credit to the extent of the Issuers and the Guarantors full amount thereof immediately upon delivery to the Holders issuing bank of Senior Notesa sight draft. If for any reason such Letter of Credit shall expire without Landlord having drawn thereon for any reason, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure inadvertent failure to do so by Landlord, Tenant shall thereupon deliver to Landlord a replacement of such Letter of Credit or a cash deposit to bring the security deposit required hereunder to the appropriate balance. Said Letter of Credit shall specifically provide that Landlord will receive not less than forty-five (45) days written notice of the election of the issuing bank to not renew the same. Whether or not Landlord shall receive notice of cancellation or non-renewal of the Letter of Credit, Tenant shall deliver to Landlord a replacement of such Letter of Credit prior to that date which is thirty (30) days prior to the cancellation date, expiration date or non-renewal date of the Letter of Credit. Tenant’s failure to deliver a replacement Letter of Credit as aforesaid shall be deemed a default under this Lease, and release without further notice, Landlord shall be entitled to draw upon the expiring Letter of Collateral) Credit in the entire amount thereof and retain the sums drawn as a cash security deposit (and apply the same in accordance with this Article 39). In the event Tenant defaults in respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, the payment of annual minimum rental and additional rent, Landlord may, from time to time, draw upon the security deposit and use, apply, or retain the whole or any part of the security so deposited to the extent required for the payment of any annual minimum rental and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may be in effect expend or may be amended from time required to time expend by reason of Tenant’s default in accordance respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, counsel fees and other collection charges, or of any damages or deficiency in the re-letting, repairing or altering of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all the provisions, covenants and conditions of this Lease, the Letter of Credit, if any, by its terms shall be deemed null and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers void and the Guarantors security deposit shall be returned to Tenant, without interest, promptly after the expiration of the Lease, and after delivery of entire possession of the Demised Premises to Landlord. /s/ [ILLEGIBLE] T /s/ [ILLEGIBLE] LL Upon the return of an undrawn upon and expired Letter of Credit by Landlord to Tenant, Landlord shall deliver to Tenant a letter authorizing the Collateral Agent copies issuing bank to accept a surrender of all documents executed pursuant the Letter of Credit. If, due to this Indenture and Tenant’s default hereunder, Landlord shall be entitled to apply or retain any portion of the Collateral Documents and sum available under the security deposit, Tenant shall do within five (5) business days following demand, secure for the sole benefit of Landlord, a new or cause additional Letter of Credit or deliver to be done all Landlord a cash security deposit in such acts and things amount as may be 71 necessary to restore the security deposit to the amount set forth in the first sentence of this Article. Tenant shall not assign or encumber the security deposited hereunder and neither Landlord or its successors or assigns shall be bound by any such assignment or encumbrance. In the absence of evidence satisfactory to Landlord of any assignment of the right to receive the security, or the remaining portion thereof, Landlord may return the security to the original tenant regardless of any number of assignments of the Lease itself. In the event of a sale of the Demised Premises or larger premises of which the Demised Premises form a part, Landlord shall have the right to transfer the cash security and the beneficiary rights under any Letter of Credit to the purchaser for the benefit of Tenant and Landlord, after giving notice to Tenant, shall be deemed released by Tenant from all liability for the return of such security and Tenant shall look solely to the new owner for the return thereof. Tenant shall, upon request, deliver confirmation of said transfer of beneficiary rights and a replacement Letter of Credit naming the transferee as beneficiary if necessary or properif required. No holder of any mortgage upon the Demised Premises or the larger property of which the Demised Premises forms a part shall be responsible in connection with the security deposited hereunder unless such mortgagee shall have in fact received such security or been named beneficiary thereof and acknowledged such receipt or beneficiary status in writing to Tenant. In the event of a foreclosure of the Demised Premises or of the larger premises of which the Demised Premises form a part, Tenant shall, on demand of mortgagee, reissue the Letter of Credit in compliance with this Article 39 except naming the mortgagee, or such other party as may be required designated by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereofmortgagee, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentssole beneficiary.
Appears in 1 contract
Samples: Lease Agreement (Cyoptics Inc)
Security. The due Tenant has deposited with Owner the sum of $132,660.00 34.1 as security for the faithful performance and punctual observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the principal ofwhole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, premiumor any other sum as to which Tenant is in default, if anyor for any sum which Owner may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and interest on conditions of this lease, including but not limited to, any damages or deficiency in the Senior Notes when and as reletting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be due replenished to its former amount. In the event that Tenant shall fully and payablefaithfully comply with all of the terms, whether on an Interest Payment Dateprovisions, at maturitycovenants and conditions of this lease, by accelerationthe security shall be returned to Tenant after the date fixed as the end of the lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building, repurchaseor leasing of the building, redemption of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or otherwiselessee, and interest on Owner shall thereupon be released by Tenant from all liability for the overdue principal of, premium, if anyreturn of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and interest on it is agreed that the Senior Notes and performance of all other obligations provisions hereof shall apply to every transfer or assignment made of the Issuers and the Guarantors security to the Holders of Senior Notesa new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the Trustee monies deposited herein as security, and that neither Owner nor its successors or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, assigns shall be secured bound by the Collateralany such assignment, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notesencumbrance, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect attempted assignment or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral Documentsattempted encumbrance.
Appears in 1 contract
Samples: Office Lease (Olo Inc.)
Security. The due Section 39.01. Tenant has deposited with Landlord the sum of SIX THOUSAND EIGHT HUNDRED SIXTEEN and punctual 00/100 ($6,816.00) DOLLARS as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease. In the event Tenant defaults in respect of any of the provisions, covenants and conditions of this Lease, including, but not limited to, the payment of annual minimum rental and additional rent, Landlord may, from time to time, use, apply, or retain the principal ofwhole or any part of the security so deposited to the extent required for the payment of any annual minimum rental and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the provisions, premiumcovenants and conditions of this Lease, if anyincluding, but not limited to, reasonable counsel fees and other collection charges, or of any damages or deficiency in the reletting, repairing or altering of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all the provisions, covenants and conditions of this Lease, the security shall be returned to Tenant, without interest, after the expiration of the Lease, and interest on after delivery of entire possession of the Senior Notes when and as the same Demised Premises to Landlord. If, due to Tenant's default hereunder, Landlord shall be due entitled to apply or retain any portion of said security, Tenant shall within thirty (30) days following demand, deposit with Landlord such amount as may be necessary to restore the amount of security to the amount set forth in the first sentence of this Article. Tenant shall not assign or encumber the security deposited hereunder and payable, whether on an Interest Payment Date, at maturity, neither Landlord or its successors or assigns shall be bound by acceleration, repurchase, redemption any such assignment or otherwise, and interest on encumbrance. In the overdue principal of, premium, if any, and interest on the Senior Notes and performance absence of all other obligations evidence satisfactory to Landlord of any assignment of the Issuers and right to receive the Guarantors security, or the remaining portion thereof, Landlord may return the security to the Holders original tenant regardless of Senior Notesany number of assignments of the Lease itself. In the event of a sale of the Demised Premises or larger premises of which the Demised Premises form a part, Landlord shall transfer the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according security to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture purchaser for the benefit of Tenant and Landlord, after giving notice to Tenant, shall be deemed released by Tenant from all liability for the Holders return of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents such security and agrees Tenant shall look solely to the terms new owner for the return thereof. No holder of any mortgage upon the Collateral Documents (including, without limitation, Demised Premises or the provisions providing for foreclosure and release larger property of Collateral) as which the same may Demised Premises forms a part shall be responsible in effect or may be amended from time to time in accordance connection with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest deposited hereunder unless such mortgagee shall have in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the fact received such security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according acknowledged such receipt in writing to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsTenant.
Appears in 1 contract
Samples: Lease Agreement (Microframe Inc)
Security. The due and punctual payment of the principal of, premiumpremium and Liquidated Damages, if any, and interest Interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest Interest on the overdue principal of, premiumpremium and Liquidated Damages, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, Notes or the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees Notes and the other Senior Notes DocumentsNote Guarantees, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties Guarantors have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, and the provisions providing for foreclosure and release of Collateral) Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent Trustee copies of all documents executed pursuant to this Indenture and the Collateral Documents and the Intercreditor Agreement and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Note Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Issuers and the Guarantors shall take, or shall cause their respective Restricted Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms of the Collateral DocumentsCollateral, subject to Permitted Liens.
Appears in 1 contract
Samples: Indenture (HCS Ii Inc)
Security. The due and punctual payment of 8.1 Tenant shall deposit the principal of, premium, if any, and interest Security with Landlord on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, date hereof as security for the obligations faithful performance and observance by Tenant of the Issuers terms provisions, covenants and conditions of this Lease. It is agreed that if an Event of Default occurs, Landlord may use, apply or retain the whole or any part of the Security to the extent required for the payment of any Adjusted Minimum Rent or additional rent, or any other sum as to which Tenant is in Default, or for any sum which Landlord may expend or may be required to expend by reason of such Event of Default, including but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before, after or in the absence of summary proceedings or other re-entry by Landlord.
8.2 If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security shall be returned to Tenant within forty five (45) days after the Expiration Date, after delivery of possession of the entire Demised Premises to Landlord as required hereunder, and less any amounts either due and owing Landlord hereunder or reasonably required to return the Demised Premises to the condition required herein.
8.3 In the event of a valid and enforceable perfected priority Lien in and on all the Collateral in accordance with the terms sale of the Collateral DocumentsBuilding (with or without the Land) or a leasing of the Building in its entirety to a third party subject to the space leases therein (a "BUILDING LESSOR"), Landlord shall have the right to transfer the Security to the grantee or lessee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security; and Tenant agrees to look solely to the new owner or Building Lessor, as the case may be, for the return of said Security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new Building owner or Building Lessor. The aforementioned provisions shall be self-operative without any further act by Landlord or Tenant necessary to effectuate the same. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security, and that Landlord shall not be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
8.4 If Landlord applies or retains all or any portion of the Security as may be permitted herein, Tenant shall restore within fifteen (15) business days of receipt of Landlord's notice the amount so applied or retained so that at all times during the term hereof the amount deposited with Landlord shall be not less than the amount indicated in Article 1, subject to adjustment pursuant to Articles 16 and 34.
8.5 Tenant shall not designate any portion of the Security as Minimum Rent or Adjusted Minimum Rent due hereunder.
Appears in 1 contract
Samples: Sublease (Protarga Inc)
Security. The due To the extent permitted by law and punctual payment of the principal of, premium, if any, and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Senior Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Senior Notes, the Trustee or the Collateral Agent under this Indenture, the Senior Notes, the Guarantees and the other Senior Notes Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral, as provided in the Collateral Documents which the Issuers and the applicable parties have entered into simultaneously with the execution of this Indenture for the benefit of the Holders of Senior Notes. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors shall deliver to the Collateral Agent copies of all documents executed pursuant to this Indenture and the Collateral Documents and shall do or cause to be done all such acts and things as may be 71 necessary or proper, or as may be required by the provisions of the Collateral Documents to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take any and all actions reasonably required to cause the Collateral Documents to create and maintaininstrument, as security for the Borrower's repayment obligations hereunder, the Borrower hereby pledges, assigns, hypothecates, and delivers to the Company a first lien on, and security interest in, the shares or other securities (the "Shares") covered by any options or other right to purchase common stock of the Issuers Company or CareInsite, Inc. ("Subject Options"), and in all proceeds thereof, and, if requested, will deliver appropriate undated stock powers coupled with an interest and assignments duly executed in blank. In the event that the Borrower defaults on his repayment obligations hereunder, a valid and enforceable perfected priority Lien in and on all or the Collateral in accordance Borrower's employment with the terms Company or any of its affiliates terminates for any reason, the Company may cause the Borrower to exercise the Subject Options (but only those that are "in the money" and then only up to that number of options which need to be exercised to satisfy the unpaid obligations hereunder) and/or sell, assign, transfer or otherwise dispose of the Collateral DocumentsShares, the proceeds of which (such proceeds being net of the applicable exercise price) shall be applied to the payment of such obligations. Any amounts remaining thereafter shall be returned to the Borrower. The Borrower shall take all steps necessary in the Company's reasonable judgment, to consummate any such exercise of the Subject Options and/or disposition of the Shares. Until the full payment of all such amounts due the Company, the Borrower shall not, without the prior written consent of the Company, (i) sell, assign, transfer or otherwise dispose of, the Subject Options or the Shares unless the net proceeds from such sale, assignment, transfer or disposition are applied in full to the payment of interest on and principal of this Note or (ii) incur any lien on the Subject Options or the Shares, except as provided hereunder. The Company shall be entitled to all rights available to it under the Uniform Commercial Code. In addition, the Company shall have the right to offset amounts owed by the Borrower pursuant to this Note against the Company's obligation to pay severance under the Employment Agreement dated as of May 16, 1999 between the Borrower and the Company (the "Employment Agreement").
Appears in 1 contract
Samples: Secured Promissory Note (Medical Manager Corp/New/)
