WHEREAS, as a condition of making the Loan, the Lenders have required the Grantor to grant the Administrative Agent a Lien in and to the Accounts.
NOW, THEREFORE, for valuable consideration, Grantor and Administrative Agent hereby agree as follows:
1.The Accounts and all cash and all other sums and amounts now or hereafter deposited or contained in the Accounts, together with interest thereon, and together with all renewals, replacements and substitutions thereof, and together with proceeds of all of the foregoing, including, without limitation, the DSCR Reserve Funds and the O&M Reserve Funds shall be collateral (collectively, the “Collateral”) securing the payment and performance of the Obligations.
2.Grantor hereby pledges, assigns and transfers unto Administrative Agent, and grants a security interest to Administrative Agent in and to, the Collateral and in Grantor’s right, title and interest thereto and therein, wherever located, and whether now existing or hereafter arising or acquired from time to time, to secure the payment and performance of the Obligations.
3.Grantor shall have no right to receive all or any portion of the Collateral or direct the use and application thereof or withdraw or have access to any of the Collateral during the term of this Agreement, except as expressly provided in Sections 6.18, 6.19, 6.20, and 6.21 of the Credit Agreement. Upon the occurrence and during the continuance of an Event of Default (as defined herein) that has not been waived in writing by Administrative Agent, and subject to the terms of the other Loan Documents, Administrative Agent may, in its sole and absolute discretion, apply any or all of the Collateral, including accrued interest thereon, to reduce the Obligations, in accordance with Section 8.03 of the Credit Agreement.
4.Grantor hereby expressly waives all right to notice from Administrative Agent, under applicable Law or otherwise, with respect to the disposition, disbursement, use, or application of the Collateral pursuant to the terms and provisions set forth in Section 3 above.
5.Representations, Warranties and Covenants.
(a)Grantor represents and warrants to Administrative Agent that it has not assigned or granted a security interest or Lien in any of the Collateral, including, without limitation, the Accounts or the funds on deposit therein (or required to be deposited pursuant to this Agreement and/or the Loan Documents), except to Liberty Bank, in its capacity as administrative agent of the Senior Loans (the “
Senior Administrative Agent”) and Administrative Agent in connection with the Loan.
(b)Except as it relates to collateral pledged on the Senior Loans in accordance with the terms of the Loan Documents, Grantor shall not permit the Collateral, including, without limitation, the Accounts or the funds on deposit therein (or required to be deposited pursuant to this Agreement and/or the Loan Documents), to become subject to any other pledge, control agreement, assignment, Lien, charge or encumbrance of any kind. It is the intention of the Grantor and Administrative Agent that Administrative Agent shall have a valid and enforceable perfected second priority security interest under the Code (as defined below) in and to the Collateral, including, without limitation, the Accounts and the funds on deposit therein. Grantor acknowledges and agrees that following the full satisfaction of the Senior Debt Obligations, Administrative Agent shall, without the need for any further action, automatically obtain a perfected first priority security interest under the Code in and to the Collateral, including, without limitation, the Accounts and the Funds on deposit therein.
