Security for the Notes. Each Company's obligations and indebtedness to the Lenders and to the Agent hereunder and under the Notes shall be secured at all times by: (a) Amended and Restated Security Agreements of the Companies granting to the Agent and the Lenders a continuing first priority perfected security interest in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of the Companies (except for licenses and permits issued by the FCC to the extent it is unlawful to grant a security interest in such licenses and permits), subject only to any prior liens expressly permitted under this Agreement; (b) except as may be waived by the Agent, first mortgages or deeds of trust on all presently owned and hereafter acquired real estate owned by the Companies, subject only to any prior liens expressly permitted under this Agreement, together with mortgagee's title insurance policies acceptable to the Agent; (c) except as may be waived by the Agent, first priority perfected collateral assignments of, or leasehold mortgages or deeds of trust in respect of, all real estate leases in which the Companies now have or may in the future have an interest, subject only to any prior liens expressly permitted under this Agreement, together with such third party consents, lien waivers, mortgagee waivers and estoppel certificates as the Agent shall reasonably require; (d) one or more Pledge Agreements executed by all stockholders of the Companies effecting thereby a first priority perfected pledge of (i) all presently outstanding and hereafter issued shares of capital stock of the Companies, (ii) all voting trust certificates issued in respect of the capital stock of the Companies, or any extension or renewal thereof, and (iii) all warrants, options and other rights to acquire any such shares; (e) first priority perfected collateral assignments of such construction contracts, management agreements, programming agreements, network affiliation agreements, joint sales agreements, local marketing agreements, licenses, permits, authorizations and agreements as the Agent shall deem necessary to protect its interests, subject only to any prior lien expressly permitted under this Agreement, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require; (f) the subordination in favor of the Lenders, pursuant to subordination agreements satisfactory to the Agent in form and substance (collectively, the "AFFILIATE SUBORDINATION AGREEMENTS"), of all indebtedness of the Companies to any Affiliates of the Companies, designated by the Agent; (g) the subordination in favor of the Lenders, pursuant to subordination agreements satisfactory to the Agent in form and substance (collectively, the "SUBORDINATION AGREEMENTS"), of all indebtedness of the Borrowers to any lenders to the Companies and any creditors of such Companies holding a note or non-competition agreement executed by the Companies, as obligor thereunder, designated by the Agent, together with UCC-3 and such other lien subordination documents as the Agent shall require; (h) the absolute and unconditional, joint and several Guaranty of the Guarantors (the "GUARANTY") which shall be limited to $5,000,000 plus interest and collection costs as provided therein; and (i) to the extent provided therein, Intercreditor Agreements in form and substance acceptable to the Agent with Pioneer Citizens Bank and Community Bank of Nevada. All agreements and instruments described or contemplated in this SECTION 2.05, together with any and all other agreements and instruments heretofore or hereafter securing the Notes and each Company's obligations hereunder or otherwise executed in connection with this Agreement, shall in all respects be acceptable to the Agent and its special counsel in form and substance, and such agreements and instruments, as the same may be amended from time to time, are sometimes hereinafter referred to collectively as the "SECURITY DOCUMENTS" and individually as a "SECURITY DOCUMENT". Each Company agrees to take such action as the Lenders or the Agent may reasonably request from time to time in order to cause the Lenders and the Agent to be secured at all times as described in this SECTION 2.05, and the Lenders' security interests to be perfected at all times.
Appears in 1 contract
Sources: Loan Agreement (Asi Group LLC)
Security for the Notes. Each Company's obligations The Notes will be secured by certain personal property of the Company and indebtedness the Guarantors pursuant to the Security Documents to be entered into by the Company and the Guarantors with Bank of America Canada, as collateral agent (together with any successor collateral agent under the Intercreditor Agreement the "Collateral Agent") for the benefit of the holders of the Notes. The Lien and security interest granted by the Company and the Guarantors pursuant to the Security Documents shall rank pari passu with other existing Liens that secure the outstanding Debt of the Company and the Guarantors under the Bank Credit Agreement without preference, priority or distinction by virtue of the time of filing any financing statement or registration or the difference in time of incurrence of such Debt, and the enforcement of the rights and benefits in respect of such Security Documents will be subject to an Intercreditor Agreement dated as of May 21, 1999 (the "Intercreditor Agreement") among the Collateral Agent, the Bank Lenders and to the Purchasers. Each Purchaser and each holder by its acceptance of a Note agrees that, upon the occurrence of a Collateral Release Event, it will, or will direct the Collateral Agent hereunder and under to, release the Notes Lien of the Security Documents. For purposes of this Section 2.3, a "Collateral Release Event" shall be secured deemed to have occurred at such time that all times by:
(a) Amended and Restated Security Agreements of the Companies granting to the Agent and the Lenders a continuing first priority perfected security interest in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of the Companies (except for licenses and permits issued by the FCC to the extent it is unlawful to grant a security interest in such licenses and permits), subject only to any prior liens expressly permitted under this Agreement;
(b) except as may be waived by the Agent, first mortgages or deeds of trust on all presently owned and hereafter acquired real estate owned by the Companies, subject only to any prior liens expressly permitted under this Agreement, together with mortgagee's title insurance policies acceptable to the Agent;
(c) except as may be waived by the Agent, first priority perfected collateral assignments of, or leasehold mortgages or deeds of trust in respect of, all real estate leases in which the Companies now following conditions shall have or may in the future have an interest, subject only to any prior liens expressly permitted under this Agreement, together with such third party consents, lien waivers, mortgagee waivers and estoppel certificates as the Agent shall reasonably require;
(d) one or more Pledge Agreements executed by all stockholders of the Companies effecting thereby a first priority perfected pledge of been satisfied: (i) all presently outstanding and hereafter issued shares the Company shall have a written commitment from a bank or group of capital stock of banks to provide an unsecured revolving credit facility to the CompaniesCompany for at least $25,000,000, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Collateral Agent shall have received the written direction from all voting trust certificates issued in respect required parties (other than the holders of Notes) to release the Lien of the capital stock of the Companies, or any extension or renewal thereofSecurity Documents, and (iii) all warrants, options and other rights to acquire any such shares;
(e) first priority perfected collateral assignments of such construction contracts, management agreements, programming agreements, network affiliation agreements, joint sales agreements, local marketing agreements, licenses, permits, authorizations and agreements as the Agent shall deem necessary to protect its interests, subject only to any prior lien expressly permitted under this Agreement, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require;
(fiv) the subordination in favor Debt of the Lenders, pursuant to subordination agreements satisfactory to Company under the Agent in form Notes and substance (collectively, this Agreement and the "AFFILIATE SUBORDINATION AGREEMENTS"), of all indebtedness of the Companies to any Affiliates of the Companies, designated by the Agent;
(g) the subordination in favor of the Lenders, pursuant to subordination agreements satisfactory to the Agent in form and substance (collectively, the "SUBORDINATION AGREEMENTS"), of all indebtedness of the Borrowers to any lenders to the Companies and any creditors of such Companies holding a note or non-competition agreement executed by the Companies, as obligor thereunder, designated by the Agent, together with UCC-3 and such other lien subordination documents as the Agent shall require;
(h) the absolute and unconditional, joint and several Guaranty Debt of the Guarantors (under the "GUARANTY") which Guaranty Agreements shall be limited to $5,000,000 plus interest and collection costs as provided therein; and
(i) to the extent provided therein, Intercreditor Agreements in form and substance acceptable to the Agent rank at least pari passu with Pioneer Citizens Bank and Community Bank of Nevada. All agreements and instruments described or contemplated in this SECTION 2.05, together with any and all other agreements and instruments heretofore or hereafter securing Debt of the Notes and each Company's obligations hereunder or otherwise executed in connection with this Agreement, shall in all respects be acceptable to the Agent and its special counsel in form and substance, and such agreements and instruments, as the same may be amended from time to time, are sometimes hereinafter referred to collectively as the "SECURITY DOCUMENTS" and individually as a "SECURITY DOCUMENT". Each Company agrees to take such action as the Lenders or the Agent may reasonably request from time to time in order to cause the Lenders and the Agent to be secured at all times as described in this SECTION 2.05Guarantors, and the Lenders' security interests to be perfected at all timesrespectively.
Appears in 1 contract
Sources: Note Purchase Agreement (Zemex Corp)
Security for the Notes. Each Company's The obligations and indebtedness of Issuers with respect to the Lenders notes, the obligations of the Guarantors under the Subsidiary Guarantees, all other Obligations, and the performance of all Obligations of the Issuers and the Guarantors under the Note Documents will be secured by Second-Priority Liens in the Collateral granted to the Agent hereunder and under collateral agent for the Notes shall be secured at all times by:
(a) Amended and Restated Security Agreements benefit of the Companies granting holders of the Obligations. These Liens will be junior in priority only to the Agent and the Lenders a continuing first priority perfected security interest in all presently owned and hereafter acquired tangible and intangible personal property and fixtures of the Companies (except for licenses and permits issued by the FCC Liens securing Priority Lien Obligations, to the extent it is unlawful permitted to grant a security interest in such licenses and permits), subject only be incurred or to any prior liens expressly permitted exist under this Agreement;
(b) except as may be waived by the Agent, first mortgages or deeds of trust on all presently owned and hereafter acquired real estate owned by the Companies, subject only to any prior liens expressly permitted under this Intercreditor Agreement, together with mortgagee's title insurance policies acceptable and to the Agent;
(c) except certain other Permitted Liens. Except as may be waived by the Agent, first priority perfected collateral assignments of, otherwise provided below or leasehold mortgages or deeds of trust in respect of, all real estate leases in which the Companies now have or may in the future have an interest, subject only to any prior liens expressly permitted under this Intercreditor Agreement, together with such third party consents, lien waivers, mortgagee waivers and estoppel certificates as the Agent shall reasonably require;
(d) one or more Pledge Agreements executed by all stockholders indenture will provide that the Collateral will consist of the Companies effecting thereby a first priority perfected pledge of (i) Issuers’ and the Guarantors’ Oil and Gas Properties and substantially all presently outstanding and hereafter issued shares of capital stock other assets of the Companies, (ii) all voting trust certificates issued in respect of the capital stock of the Companies, or any extension or renewal thereof, Issuers and (iii) all warrants, options and other rights to acquire any such shares;
(e) first priority perfected collateral assignments of such construction contracts, management agreements, programming agreements, network affiliation agreements, joint sales agreements, local marketing agreements, licenses, permits, authorizations and agreements as the Agent shall deem necessary to protect its interests, subject only to any prior lien expressly permitted under this Agreement, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require;
(f) the subordination in favor of the Lenders, pursuant to subordination agreements satisfactory to the Agent in form and substance (collectively, the "AFFILIATE SUBORDINATION AGREEMENTS"), of all indebtedness of the Companies to any Affiliates of the Companies, designated by the Agent;
(g) the subordination in favor of the Lenders, pursuant to subordination agreements satisfactory to the Agent in form and substance (collectively, the "SUBORDINATION AGREEMENTS"), of all indebtedness of the Borrowers to any lenders to the Companies and any creditors of such Companies holding a note or non-competition agreement executed by the Companies, as obligor thereunder, designated by the Agent, together with UCC-3 and such other lien subordination documents as the Agent shall require;
(h) the absolute and unconditional, joint and several Guaranty of the Guarantors (the "GUARANTY") which shall be limited to $5,000,000 plus interest and collection costs as provided therein; and
(i) to the extent such properties and assets are subject to Liens securing any of the Priority Lien Obligations, provided therein, Intercreditor Agreements in form and substance acceptable that the indenture shall require the Company to deliver to the Agent with Pioneer Citizens Bank trustee semi-annually on or before March 31 and Community Bank September 30 in each calendar year, beginning September 30, 2015, an officers’ certificate providing a good faith estimate, as of Nevada. All agreements the date of such certificate, of the percentage of the total discounted future net revenue (determined by a discount factor of 10% per annum) of the Issuers’ and instruments described or contemplated the Guarantors’ Oil and Gas Properties evaluated in this SECTION 2.05the Company’s most recent Reserve Report that the Collateral represents (which, together with in any and all other agreements and instruments heretofore or hereafter securing the Notes and each Company's obligations hereunder or otherwise executed in connection with this Agreementcase, shall not be less than 80% of the total discounted future net revenue (determined by a discount factor of 10% per annum) of the Issuers’ and the Guarantors’ Oil and Gas Properties evaluated in all respects be acceptable to the Agent Company’s most recent Reserve Report (the “Collateral Certification”). Notwithstanding the forgoing, the indenture will provide the collateral agent and its special counsel Majority Holders with the Additional Collateral Right. The Collateral will not include the following (the following excluded assets collectively referred in form and substance, and such agreements and instruments, the offering circular as the same may be amended from time to time, are sometimes hereinafter referred to collectively as the "SECURITY DOCUMENTS" and individually as a "SECURITY DOCUMENT". Each Company agrees to take such action as the Lenders or the Agent may reasonably request from time to time in order to cause the Lenders and the Agent to be secured at all times as described in this SECTION 2.05, and the Lenders' security interests to be perfected at all times.“Excluded Assets”):
Appears in 1 contract