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(i) Grant of Security Interest. As collateral security for the prompt and complete payment and performance
when due of all the Obligations and in order to induce the Lender to make advances under this Agreement, the Borrower hereby
pledges and grants to the Lender a security interest in all the Borrower’s right, title and interest in, to and under the Ownership
and title of The Project.
(c) Rights of the Lender; Limitations on the Lender’s Obligations. It is expressly agreed by the Borrower that, anything
herein to the contrary notwithstanding, the Borrower shall remain liable under the contracts and agreements included in the Collateral,
to observe and perform all the conditions and obligations to be observed and performed by it there under, all in accordance with and
pursuant to the terms and provisions of each such contracts and agreements, to the same extent as if this Agreement had not been
executed and delivered. The exercise by the Lender of any right, remedy, power or privilege in respect of this Agreement shall not
release the Borrower from any of its duties and obligations under those contracts and agreements. The Lender shall have no obligation
or liability under those contracts or agreements or in respect of any governmental approval included in the Collateral by reason of this
Agreement or the assignment to the Lender of any payment relating to those contracts or agreements pursuant to this Agreement, nor
shall the Lender be required or obligated in any manner to perform or fulfill any of the obligations of the Borrower under or pursuant
to those contracts or agreements or any such governmental approval, or to make any payment, or to make any inquiry as to the nature
or the sufficiency of any payment received by it or the sufficiency of any performance by any party under those contracts or
agreements, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time or times.
(d) Representations and Warranties. The Borrower hereby represents and warrants at the time this Agreement
is
executed and at the time of each advance that:
(i) The Project is the sole beneficial owner of the Collateral or otherwise has the power to grant a security
interest in the Collateral pursuant to this Agreement, and the Collateral is free and clear of all liens and other encumbrances,
and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all
or any part of the Collateral is on file or of record in any public office, except such as may have been filed in favor of the
Lender pursuant to this Agreement.
(ii) The liens granted by this Agreement in favor of the Lender have attached and constitute a perfected
security interest in all of the Collateral. This Agreement constitutes a valid and continuing first lien on and first security
interest in the Collateral in favor of the Lender, prior to all other liens, encumbrances, security interests and rights of others.
(e) Covenants. The Borrower covenants and agrees with the Lender that from and after the date of this Agreement and
until the Obligations are fully satisfied:
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(i) Further Documentation. At any time and from time to time, upon the written request of the Lender, and at
the sole expense of the Borrower, the Borrower promptly and duly shall execute and deliver any and all such further
instruments and documents and take such further action as the Lender reasonably may deem desirable to create, perfect and
establish the priority of the liens granted by this Agreement in any and all of the Collateral, to preserve the validity,
perfection or priority of the liens granted by this Agreement in any and all of the Collateral, and otherwise to enable the
Lender to obtain the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any
financing or continuation statements under the Code in effect in any jurisdiction with respect to the liens and security
interests granted hereby. The Borrower also hereby authorizes the Lender to file any such financing or continuation
statement without the signature of the Borrower to the extent permitted by applicable law. If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or
instrument shall immediately become a part of the Collateral and shall be pledged to the Lender, duly endorsed by the
Borrower in a manner satisfactory to the Lender.
(ii) Maintenance of Records. The Borrower will keep and maintain at its own cost and expense satisfactory
and complete records of the Collateral including a record of all payments received and all credits granted with respect to the
Collateral and all other dealings with the Collateral. The Borrower will mark, to the extent feasible, its books and records
pertaining to the Collateral to evidence this Agreement and the security interests granted hereby. For the Lender’s further
security, the Borrower agrees that the Lender shall have a special property interest in all of the Borrower’s books and records
pertaining to the Collateral and the Borrower shall deliver and turn over copies of any such books and records to the Lender
or to its representatives at any time on reasonable demand of the Lender.
(iii) Limitation on Sale and Liens. The Borrower will not (i) dispose of the Collateral, (ii) permit any person
other than the Lender to have control of any of the Collateral or grant any security interest in the Collateral to anyone other
than Lender(iii) create, permit or suffer to exist, and will defend the Collateral against and take such other action as is
necessary to remove, any lien, security interest, encumbrance, claim or right, in or to the Collateral including but no limited
to any garnishment of the Collateral for income taxes, child support or for any other purpose, and will defend the right, title
and interest of the Lender in and to any of the Borrower’s rights under and in the Collateral against the claims and demands
of all persons whomsoever.
(f) Remedies, Rights Upon An Event of Default.
(i) If an Event of Default shall occur and be continuing, any and all such payments so received by the Lender
(whether from the Borrower or otherwise) may, in the sole discretion of the Lender and notwithstanding clause (iv) of
Section 1.4, be held by the Lender as collateral security for, and then or at any time thereafter applied in whole or in part
by the Lender, against all or any part of the Obligations. Any balance of such payments so paid to or held by the Lender
and remaining after payment in full of all the Obligations shall be paid over to the Borrower or to whomsoever may be
lawfully entitled to receive the same.
(ii) If any Event of Default shall occur and be continuing, the Lender may exercise its rights to take over the
collateral as per the present Agreement.
3.2. Termination of Security Interest. The liens and security interests in the Collateral that are set forth in this Article 3 shall
terminate and be of no force or effect when, but only when, (i) Borrower has at its election paid all outstanding Obligations in full in
cash and agreed with Lender that Borrower shall have no further right to request advances under this Agreement and that the
Commitment has been reduced to zero or (ii) on or following the Availability Termination Date, all outstanding Obligations have been
paid in full in cash. Upon the occurrence of the termination of this lien and security interest, Lender shall, upon request of Borrower
and at Borrower’s expense, take all steps necessary to terminate all public filings in respect of such liens and security interests and will
cooperate in the redirection of payments made on account of the Collateral as instructed by Borrower.
ARTICLE 7. COVENANTS
The Borrower agrees, so long as credit is available under this Agreement and until the Lender is repaid in full:
7.1. Financial Information. To provide the financial information and statements in form and content acceptable to the Lender, and
such additional information as requested by the Lender from time to time.
7.2. Other Liens. Not to create, assume, or allow any security interest or lien (including judicial liens) on the Collateral except (a)
liens and security interests in favor of the Lender, (b) liens for taxes not yet due and (c) liens outstanding on the date of this Agreement
disclosed in writing to the Lender prior to the date of this Agreement.
7.3. Maintenance of Assets.
(a) Not to sell, assign, lease, transfer or otherwise dispose of any part of the Collateral, or enter into any agreement to do
so.
(b) Not to enter into any sale and leaseback agreement covering any part of the Collateral.
(c) To maintain and preserve all rights, privileges, and franchises the Borrower now has with respect to the Collateral.
7.4. Notices to Lender. To promptly notify the Lender in writing of: (a) any lawsuit or other dispute of or relating to the
Collateral; (b) any Event of Default, or any event which, with notice or lapse of time or both, would constitute an
Event of Default; and (c) any change in the Borrower’s name, legal structure, location, place of business, or chief
executive office if the Borrower has more than one place of business.
7.5. Compliance with Laws. To comply with the laws (including any fictitious or trade name statute), regulations, and
orders of any government body with authority over the Borrower or Borrower’s business. The Lender shall have no
obligation to make any advance to the Borrower except in compliance with all applicable laws and regulations and
the Borrower shall fully cooperate with the Lender in complying with all such applicable laws and regulations.
7.6. Cooperation. To take any action reasonably requested by the Lender to carry out the intent of this Agreement.
9.4. Severability; Waivers. If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced.
The Lender retains all rights, even if it makes a loan after default. If the Lender waives a default, it may enforce a later
default. Any consent or waiver under this Agreement must be in writing.
9.5. Attorneys’ Fees. The Borrower shall reimburse the Lender for any reasonable costs and attorneys’ fees incurred by
the Lender in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other
documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or
restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to
recover costs and reasonable attorneys’ fees incurred in connection with the lawsuit or arbitration proceeding, as determined
by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code
(Title 11, United States Code) or any similar or successor statute, the Lender is entitled to recover costs and reasonable
attorneys’ fees incurred by the Lender related to the preservation, protection, or enforcement of any rights of the Lender in
such a case. As used in this paragraph, “attorneys’ fees” includes the allocated costs of the Lender’s in-house counsel.
9.6. One Agreement. This Agreement and any related security or other agreements required by this Agreement,
collectively, (a) represent the sum of the understandings and agreements between the Lender and the Borrower concerning
this credit, (b) replace any prior oral or written agreements between the Lender and the Borrower concerning this credit; and
(c) are intended by the Lender and the Borrower as the final, complete and exclusive statement of the terms agreed to by
them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this
Agreement will prevail. Any reference in any related document to a “promissory note” or a “note” executed by the Borrower
and dated as of the date of this Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter
amended, renewed, or restated.
9.7. Indemnification. The Borrower will indemnify and hold the Lender harmless from any loss, liability, damages,
judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document
required hereunder, (b) any credit extended or committed by the Lender to the Borrower hereunder, (c) any litigation or
proceeding related to or arising out of this Agreement, any such document, or any such credit and (d) any of the Collateral.
This indemnity includes but is not limited to attorneys’ fees (including the allocated cost of in-house counsel). This
indemnity extends to the Lender, its parent, subsidiaries and all of their directors, officers, employees, agents, successors,
attorneys, and assigns. This indemnity will survive repayment of the Borrower’s obligations to the Lender. All sums due to
the Lender hereunder shall be obligations of the Borrower, due and payable immediately without demand.
9.8. Notices. Unless otherwise provided in this Agreement or in another agreement between the Lender and the Borrower, all
notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier,
to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed on the signature page, or to such
other addresses as the Lender and the Borrower may specify from time to time in writing. Notices and other communications shall be
effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.K mail, first class, postage prepaid, (ii) if
telecopied, when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when
delivered.
9.9. Headings. Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of
any provisions of this Agreement.
9.10. Counterparts. This Agreement may be executed in as many counterparts as necessary or convenient, and by the
different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such
counterparts shall constitute but one and the same agreement.
This Agreement is executed as of the date stated at the top of the first page.
LENDER: BORROWER:
_____________________________________ _____________________________________
_____________________________________ By ______________________
Advanced Royalty Tracking, LLC Typed Name_______________
By: Lauren Kutac, Authorized Person
Title______________________
Address where notices to the Lender are to be sent: Address where notices to the Borrower are to be sent: