SECURITY AGREEMENTSecurity Agreement • October 20th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
THIS SECURITY AGREEMENT (this “Agreement”) is made as of October 14, 2010, by and among JPMorgan Chase Bank, National Association, as agent for itself and the other Secured Parties (as that term is defined in the Credit Agreement defined below) (together with its successors and assigns in such capacity, the “Agent”); Vishay Precision Group, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”); and Vishay Measurements Group, Inc., a Delaware corporation, Vishay Transducers Ltd., a Delaware corporation, Vishay BLH, Inc., a Delaware corporation, and Vishay Precision Foil, Inc., a Delaware corporation (together with their successors and permitted assigns, collectively and jointly and severally, the “Subsidiary Guarantors”, and together with the Borrower and any Person that becomes an Additional Grantor pursuant to Section 4(p) below and together with their successors and assigns, collectively and jointly and severally, the “Grantors”).
CREDIT AGREEMENT by and among VISHAY PRECISION GROUP, INC. THE FINANCIAL INSTITUTIONS identified herein as Lenders, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent, J.P. MORGAN EUROPE LIMITED, as European Agent, and RBS CITIZENS, N.A., as Joint...Credit Agreement • October 20th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
Page 2.8.5 Breakage 34 2.8.6 Default Rate; Late Fee 35 2.8.7 Source of Funds 35 2.8.8 Interest Due with Certain Repayments and Prepayments 35 2.9 Increased Costs; Unavailability 35 2.9.1 Increased Costs Generally 35 2.9.2 Capital Requirements 36 2.9.3 Certificates for Reimbursement 36 2.9.4 Delay in Requests 37 2.9.5 Inability to Determine LIBOR 37 2.9.6 Laws Affecting LIBOR Availability 37 2.10 Purpose 37 2.11 Mechanics of Payments: Borrower Payments 37 2.11.1 Manner of Making Payments 37 2.11.2 Payments by Borrower; Presumptions by Agent 38 2.11.3 Disbursements from Agent to Lenders 38 2.11.4 Authorization to Deduct Funds and Make Loans in Satisfaction of Obligations 38 2.11.5 Sharing of Payments by Lenders 39 2.11.6 Payments Due on Non-Business Days 39 2.12 Mechanics of Payments; Lender Payments 40 2.12.1 Funding by Lenders; Presumption by Agent 40 2.12.2 Reserved 40 2.13 Taxes 40 2.13.1 Payments Free of Taxes 40 2.13.2 Payment of Other Taxes by the Borrower 41 2.13.3 Indemnificatio
