Secured Indebtedness and Liabilities Clause Samples

Secured Indebtedness and Liabilities. This Agreement secures: 1. That certain line of credit promissory note dated March 17, 2010, in the principal amount of $1,000,000.00, maturing on March 17, 2011, executed and delivered by Debtor to Secured Party (hereinafter referred to as the “Note”); 2. Those certain guaranties from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (hereinafter referred to as the “Guarantors”), in favor of Secured Party securing the Note (hereinafter referred to, collectively, as the “Guaranty”); 3. All sums payable on or by reason of the promissory notes and/or guaranties identified above and any other instrument securing payment of said promissory notes and the performance and observance of all of the provisions hereof or any instrument securing payment of said promissory note; 4. All other present and future, direct and indirect obligations and liabilities of Secured Party to Secured Party or any of its affiliates up to a maximum aggregate indebtedness of $1,000,000.00; and 5. Any extensions, renewals, modifications and replacements of the foregoing, without limit as to number or frequency (hereinafter referred to as the “Indebtedness”). The Indebtedness is further secured, inter alia, by (i) a certain Lockbox and Account Control Agreement dated as of even date herewith (hereinafter referred to as the “Control Agreement”) covering the Lockbox Account, executed by and between Debtor, Secured Party, and Fifth Third; (ii) the Guaranty; and (iii) certain other security instruments which may be executed in connection with, or as security for, the Indebtedness (all of the above-described being hereinafter referred to as the “Credit Facilities”). In addition to the above-described Indebtedness, this Agreement shall further secure (i) the performance of all of the covenants of Debtor and the payment of all sums payable by Debtor, under the terms of this Agreement, the Indebtedness, and/or the Credit Facilities; (ii) the repayment of all sums advanced by Secured Party to protect its interest in the Collateral or to perform any covenants of Debtor hereunder which Debtor shall have failed to perform and interest at the Default Rate on such sums advanced by Secured Party; (iii) any and all now existing and future obligations of Debtor to Secured Party, however created, evidenced or acquired, whether direct or indirect, absolute or contingent, matured or unmatured, primary or secondary, or with joint, several, or joint and several liability, including future obligations and advances to...
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Related to Secured Indebtedness and Liabilities

  • Indebtedness and Liabilities Incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness or Liability, other than: (a) Indebtedness to the Lender for Advances, or otherwise; (b) Indebtedness and Liabilities with respect to trade obligations, accounts payable and other normal accruals incurred in the ordinary course of business, or with respect to which any of the Borrowers is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrowers have set aside on their books adequate reserves therefor; (c) Indebtedness under those Real Property Leases listed on Schedule "3.07" annexed hereto; (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05" annexed hereto; (e) Existing Indebtedness, but only to the extent set forth on Schedule "6.01(e)" annexed hereto; (f) Purchase money Indebtedness or other Indebtedness incurred or assumed in connection with Investments (including the acquisition of additional assets or businesses) and Capital Expenditures made following the Agreement Date; provided, however, that: (i) the Borrowers shall, in connection with the incurrence of any and all such Indebtedness, be in compliance with the provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent that the Borrowers shall elect to incur Indebtedness for money borrowed (other than purchase money Indebtedness) from any financial institution in connection with any permitted Investment contemplated by Section 6.06(c) hereof, they shall afford the Lender a right of first refusal to provide the financing therefor; provided, that the terms and conditions of any such financing which the Lender may (at their sole discretion) elect to offer shall be on terms and conditions which, in the aggregate, shall be no less favorable to the Borrowers than those offered by any other financial institution; (g) Intercompany Investments which are represented by instruments that are promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement; and (h) Subordinated Debt in such amounts and upon such terms and conditions as shall be reasonably acceptable to the Lender.

  • Indebtedness and Liens Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender.

  • Secured Indebtedness The Borrower shall not permit the ratio of (i) Secured Indebtedness of the Borrower and its Subsidiaries to (ii) Total Asset Value to be greater than 0.40 to 1.00 at any time.

  • Indebtedness Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

  • Other Indebtedness and Agreements (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower, any of the Subsidiaries or the Lender or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, bylaws, operating, management or partnership agreement or other organizational documents, to the extent any such waiver, supplement, modification or amendment would be adverse to the Lender in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any Indebtedness except (A) the payment of the Indebtedness created hereunder, (B) refinancings of Indebtedness permitted by Section 6.01 and (C) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or (ii) pay in cash any amount in respect of any Indebtedness (other than the Loans) or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities.