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DEFINTIONS AND INTERPRETATIONСтр 1 из 4Следующая ⇒ BACKGROUND The Chargee and the Chargor are and will be in the future in the Underlying Legal Relationships stipulated in Clause 2.1 (Underlying Legal Relationships). The Chargee provides or may provide financial services to the the Chargor pursuant to the Documents of the Underlying Legal Relationships secured – among others – with the Fixed Charge created hereunder, and the Chargor hereby undertakes to provide remunerations for the financial services. DEFINTIONS AND INTERPRETATION Definitions In this Agreement (including the Background above): “ Civil Code ” means the Act V of 2013 on the Civil Code. “ Court Enforcement Act " means Act LIII of 1994 on Court Enforcement. “ Underlying Legal Relationships ” mean legal relationships existing or to be created in the future between the Chargee andthe Chargor the possible scope of which is described in Clause 2.1 (Underlying Legal Relationships). “ Documents of the Underlying Legal Relationships ” mean the agreements (including also the Master Agreement) concluded by and between the Chargor and the Chargee that establish an Underlying Legal Relationship between the Parties, and an agreement creating encumbrance on the assets, property, rights or revenues of any Obligor to secure the claims of the Chargee thereunder. “Security Period ” means the period commencing on the date of this Agreement and terminating on the date on which the Secured Liabilities have been finally and duly paid, duly performed and/or duly discharged in full, to the satisfaction of the Chargee. “ Secured Liabilities ” means collectively, all moneys, obligations and liabilities whatsoever (which are capable of being expressed in money terms and in the same currency in which such moneys, obligations and liabilities are, as appropriate, expressed to be payable), which are now or which may at any time after the date of this Agreement be due, owing, incurred and/or outstanding from the Obligors to the Chargee pursuant to the Documents of the Underlying Legal Relationships and this Agreement, being as at the date of this Agreement those, the principal details of which are set out in Clause 2 (The Secured Liabilities) “ Event of Default ” means any and all events or circumstances defined as such in each Document of the Underlying Legal Relationships the current list of which set out in the currently existing Document of the Underlying Legal Relationships as at the date hereof shall be attached hereto in Schedule 1 (Events of Default under the Underlying Legal Relationships). “ Fixed Charge ”means the framework fixed charge (in Hungarian: ingó keretbiztosítéki jelzálogjog) created and granted in this Agreement over the Encumbered Assets by the Chargor in favour of the Chargee pursuant to Sections 5:89 (5) and 5:93 (1) b) of the Civil Code. “ Encumbered Assets ”: (a) [ ● ] “ Master Agreement ” means the Overdraft Facility Agreement made between the Chargee and the Chargor on [●] under contract number [●] with respect to the provision of facility, under which the Chargee provides Facility up to the limit of EUR 3 000 000 to the Chargor. “ Obligors ” the Chargor and any Security Provider.
“ Register of Credit Securities ” means the register of credit securities (in Hungarian: “ hitelbiztosítéki nyilvántartás ”) maintained by the Hungarian Chamber of Notaries Public pursuant to Act CCXXI of 2013 on the Register of Credit Securities. 1.2 Defined and referred terms in this Agreement In this Agreement all terms and expressions shall, in the absence of contrary intention or unless otherwise defined, have the meanings attributed to such terms and expressions in the Documents of the Underlying Legal Relationships (including by reference to any other document referred to therein) and this Agreement [(being – as at the date of this Agreement – the meanings set out in Schedule 2 (Definitions and interpretation under the Documents of the Underlying Legal Relationships)], and such terms and expressions are deemed to be incorporated into this Agreement 1.3 The acceptance of the terms of the Documents of the Underlying Legal Relationships The Chargor hereby declares that prior to the execution of this Agreement it has read and understood the provisions of the Documents of the Underlying Legal Relationships applicable to the Chargor and hereby acknowledges and accepts as binding those terms and provisions which pertain to it. SECURED LIABILITIES Underlying Legal Relationships The Parties hereby refer to the Underlying Legal Relationship, which is a:: (a) legal relationship of deposit; (b) legal relationship to grant credit and loan; (c) legal relationship of providing payment services; (d) legal relationship to undertake surety, guarantee and other banker’s undertakings; (e) legal relationship of commercial activity with foreign currencies, bills of exchange or cheques on own account or on commission. 2.2 Secured Liabilities arising under the Underlying Legal Relationships The Parties hereby declare that, under the terms and conditions of the Documents of the Underlying Legal Relationships to which the Obligorsthey are parties, they undertake: (a) to pay to the Chargee the principal amount of Facilities under the Master Agreement amounting EUR 3 000 000 (three million euros); (b) to pay to the Chargee Interest according to the Master Agreement, except where it is provided to the contrary in this Agreement, the rate of interest for any Overdraft Outstandings on each day is the percentage rate per annum equal to the aggregate of the applicable Screen Rate (as defined in the Master Agreement) applicable for such day and Margin (that is 2.4% p.a.). The interest rate may be unilaterally changed by the Chargee; (c) to pay the fees, costs and expenses arising in relation to the Documents of the Underlying Legal Relationships to which they are parties; (d) to pay late payment interest to the Chargee; Upon the occurrence of an Event of Default, the rate of interest referred to in Clause 6.2 (Obligation to pay contractual interest) of the Master Agreement will be equal to the aggregate of the respective base rate applicable to the respective currency of the outstanding Liabilities as published by the central bank issuing such currency plus eight (8) per cent per annum. If any amount due under the Finance Documents is not paid when due (whether at stated maturity, by acceleration or otherwise), interest shall accrue on a daily basis on the overdue amount both for principal, plus fees and interest (if any), at the rate of the aggregate of the respective base rate applicable to the respective currency of the outstanding Liabilities as published by the central bank issuing such currency plus eight (8) per cent per annum. (e) to perform and/or comply with their obligations under the Documents of the Underlying Legal Relationships to which they are parties. CREATING THE FIXED CHARGE, REGISTRATION PERMISSION DELEGATION OF RIGHTS With a power of attorney the Chargee may, at any time and from time to time delegate to any person all or any of the rights and benefits which are at such time being exercised or capable of being exercised by the Chargee under this Agreement in relation to the Fixed Charge and the Encumbered Assets [or any part thereof]. The representations set out in this Agreement are made for the first time on the date hereof. All such representations of the Chargor are deemed to be repeated on the date specified in Clause 9.2 of the Master Agreement. When a representation is repeated, it is applied to the circumstances existing at the time of repetition. During the Security Period the Chargor shall not dispose or otherwise encumber or pledge the Encumbered Assets without the prior written consent of the Chargee. The Chargor shall warrant that prior to the date hereof no lease agreement has been concluded with respect to the Encumbered Assets which is in force on the date hereof or enters into force thereafter and prevents the sale of the Encumbered Assets. PROTECTION OF SECURITIES (a) If the Chargor fails to take the necessary steps to protect the Security created by this Agreement at any time, the Chargee shall be entitled to take any such action as the Chargee, in its reasonable discretion, thinks fit for the purpose of protecting and maintaining the Security created by this Agreement. The Chargor hereby irrevocably and unconditionally agrees to fully indemnify the Chargee on demand against any losses, fees, costs and expenses, properly and duly incurred by the Chargee in the protection or attempted protection of the Security created pursuant to this Agreement. (b) The Chargor shall permit the Chargor and/or its representatives to take any action as the Chargee may consider necessary to protect the interests of the Chargee arising pursuant to this Agreement. (c) The Chargor shall at its own cost execute all documents and take all steps that may be requested by the Chargee to protect or enforce the Fixed Charge or any part thereof. To this end the Chargor shall in particular perform all assignments and transfers, deliver all notices and ensure all registrations as may be deemed necessary by the Chargee. Right of satisfaction The Parties hereby unconditionally and irrevocably agree that the Chargee is entitled to exercise its right of satisfaction hereunder following the occurrence of an Event of Default on the condition that the period open for enforcement shall start on the date of the notice on enforcement sent to the Chargor by the Chargee. Procedure (a) The Parties irrevocably and unconditionally agree that once the right to seek satisfaction under this Agreement has arisen under Clauses 8.1 (Right of satisfaction), the Chargee shall be entitled to exercise such right of satisfaction by any of the means as specified below: (i) via court enforcement proceedings (as set out in Section 5:126 (3) of the Civil Code); (ii) via simplified court enforcement proceedings as set out in the Court Enforcement Act and according to the terms of the Sale of the Encumbered Assets (see below)); (iii) via one of the below non-judicial enforcement proceedings: (A) sale of the Encumbered Assets by the Chargee (as set out in Section 5:131 of the Civil Code) (the " Sale of the Encumbered Assets "); or (B) acquisition of the ownership title in the Encumbered Assets by the Chargee (as set out in Section 5:137 of the Civil Code (the " Acquisition of the Ownership Title "; the Sale of the Encumbered Asset and the Acquisition of the Ownership Title are jointly the “ Non-Judicial Enforcement Methods of the Fixed Charge ”); or (iv) any other means prescribed by the applicable laws of Hungary in connection with the enforcement of security in respect of certain types of properties. (b) The Chargor hereby acknowledges that the Chargee is entitled to change the initial enforcement method of its right of satisfaction to any other method provided in Clause 8.2 (Procedure) of this Agreement in its sole discretion. (c) The provisions of the Civil Code and the Governmental Decree No. 12/2003 (I.30) on the non-judicial enforcement of charges are applicable for the Non-Judicial Enforcement Methods of the Fixed Charge referred to in Clause 8.2 (a) (iii) in respect of any rule and provision not regulated herein. Application of proceeds Any sum received by the Chargee following the enforcement of the Fixed Charge created hereunder shall be applied by the Chargee in the following order of priority (a) in satisfaction of, or provision for all fees, costs and expenses incurred by the Chargee (if any) in connection with the enforcement of this Agreement; (b) in or towards payment of the Secured Liabilities; and (c) in payment of the surplus (if any) to the Chargor. FURTHER ASSURANCES By executing this Agreement, the Chargor hereby irrevocably and unconditionally consents to the Chargee taking whatever actions the Chargee may reasonably require at the Chargor’s own expense following the occurrence of an Event of Default, for: (a) facilitating the enforcement against the Encumbered Assets or the exercise of any right, power or discretion exercisable, by the Chargee or any of its delegates or agents in respect of the Encumbered Assets; and/or (b) the execution of any document or the giving of any notice, order or direction and the making of any registration, which in any such case, the Chargee may reasonably think expedient. APPOINTMENT OF ATTORNEY In order to constitute, protect or enforce the Fixed Charge to be created or created by this Agreement, the Chargor hereby unconditionally appoints: (a) the Chargee; and (b) such delegate as referred to in Clause 4 (Delegation of rights), to be its attorney at any time to sign and do all such acts and things which the Chargor could do or ought to do pursuant to the provisions of this Agreement in relation to the Encumbered Assets and generally in the name of the Chargor to exercise any of the rights conferred on the Chargee or any delegate pursuant to this Agreement or by laws and regulations of Hungary or other applicable law to which the Chargee or any delegate is subject. NOTICES 11.1 Notices hereunder by the Parties shall be delivered to the following addresses: (a) if to the Chargor: Address: 1097 Budapest, Vágóhíd u. 20. Fax number: [●] To the attention of [●]; and (b) if to the Chargee: Address: H-1068 Budapest, Dózsa György út 84/B Fax number: [●] To the attention of [●], The Parties shall notify each other of all changes in addresses, fax numbers, telephone numbers hereunder pursuant to this Clause. Notice to the Parties shall be deemed delivered: in case of delivery in person, on the date it is delivered to the other Party, in case of delivery by post, on the (2nd) Business Day following dispatch, in case of delivery by fax, when the confirmation of successful fax transmission is available. The Parties agree that in case of delivery by fax notices (instructions) shall only be delivered in printed or type-written form. 11.2 Notices given under or in connection with this Agreement shall be made in writing, and unless provided otherwise or agreed otherwise between the Chargee and the Chargor, it shall be made in [Hungarian]. COSTS AND FEES Transaction expenses The Chargor shall promptly on demand pay the Chargee the amount of all costs, expenses and notarisation and legal fees incurred by it in connection with the negotiation, preparation, printing, execution and notarisation of this Agreement (including the costs and expenses of any valuation required under this Agreement and out-of-pocket expenses). Amendment costs If a request, an amendment, waiver or consent is required, the Chargor shall reimburse the Chargee on demand within five (5) Business Days for the amount of all costs and expenses (including legal and notarial fees) reasonably incurred in responding to, evaluating, negotiating or complying with that request or requirement. Enforcement costs The Chargor shall pay the Chargee on demand the amount of all costs and expenses (including legal and notarial fees) incurred in connection with the enforcement or the preservation of any rights in connection with any Event of Default.
Stamp Taxes The Chargor shall indemnify the Chargee on demand against any cost, loss or liability incurred in relation to all stamp duty, registration fee and other similar taxes payable in respect of this Agreement. The Chargor shall promptly on demand pay to the Chargee the amount of transaction levy payable by the Chargee under Act XCVI of 2012 on the financial transaction levy after any transactions executed in connection with the Finance Documents. Value Added Tax (a) All payments made by the Chargor to the Chargee hereunder shall be exclusive of value added tax. Should such payments be subject to value added tax, then the Chargor shall pay the related value added tax (in addition to and simultaneously with the relevant payment) to the Chargee. (b) Where the Chargor is to pay the costs and expenses of the Chargee pursuant to the provisions hereof, at the same time the Chargor shall also pay the Chargee the value added tax incurred in connection with such costs and expenses by the Chargee unless the Chargee is entitled to reimbursement and set-off. TERMINATION The Agreement ceases to be in effect exclusively at the end of the Security Period, and cannot be terminated or ceased by the Chargor prior to that date. Chargee hereby undertakes to issue to the Chargor its declaration required for the de-registration of the Fixed Charge from the Register of Credit Securities, within fifteen (15) Business Days from the end of the Security Period. SEVERABILITY If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. REMEDIES AND WAIVER No failure to exercise nor any delay in exercising any right or remedy under this Agreement on the part of the Chargee shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies of the Chargee under the law. AMENDMENTS The Parties hereby agree that any provisions of this Agreement may only be amended in writing in a notarised form with the consent of each Party. STATUS OF THE PARTIES The Pelgor represents that it is a Hungarian resident business corporation founded and registered in Hungary, The Pledgee represents that it is a company registered in the Netherlands, represented by ING Bank N.V. Hungary Branch in accordance with Section 24 of the Act CXXXII of 1997 on Hungarian Branch Offices and Commercial Representative Offices of Foreign-Registered Companies. Entry into force This Agreement shall enter into force on the date of its execution.
SCHEDULE 1
SCHEDULE 2
BACKGROUND The Chargee and the Chargor are and will be in the future in the Underlying Legal Relationships stipulated in Clause 2.1 (Underlying Legal Relationships). The Chargee provides or may provide financial services to the the Chargor pursuant to the Documents of the Underlying Legal Relationships secured – among others – with the Fixed Charge created hereunder, and the Chargor hereby undertakes to provide remunerations for the financial services. DEFINTIONS AND INTERPRETATION Definitions In this Agreement (including the Background above): “ Civil Code ” means the Act V of 2013 on the Civil Code. “ Court Enforcement Act " means Act LIII of 1994 on Court Enforcement. “ Underlying Legal Relationships ” mean legal relationships existing or to be created in the future between the Chargee andthe Chargor the possible scope of which is described in Clause 2.1 (Underlying Legal Relationships). “ Documents of the Underlying Legal Relationships ” mean the agreements (including also the Master Agreement) concluded by and between the Chargor and the Chargee that establish an Underlying Legal Relationship between the Parties, and an agreement creating encumbrance on the assets, property, rights or revenues of any Obligor to secure the claims of the Chargee thereunder. “Security Period ” means the period commencing on the date of this Agreement and terminating on the date on which the Secured Liabilities have been finally and duly paid, duly performed and/or duly discharged in full, to the satisfaction of the Chargee. “ Secured Liabilities ” means collectively, all moneys, obligations and liabilities whatsoever (which are capable of being expressed in money terms and in the same currency in which such moneys, obligations and liabilities are, as appropriate, expressed to be payable), which are now or which may at any time after the date of this Agreement be due, owing, incurred and/or outstanding from the Obligors to the Chargee pursuant to the Documents of the Underlying Legal Relationships and this Agreement, being as at the date of this Agreement those, the principal details of which are set out in Clause 2 (The Secured Liabilities) “ Event of Default ” means any and all events or circumstances defined as such in each Document of the Underlying Legal Relationships the current list of which set out in the currently existing Document of the Underlying Legal Relationships as at the date hereof shall be attached hereto in Schedule 1 (Events of Default under the Underlying Legal Relationships). “ Fixed Charge ”means the framework fixed charge (in Hungarian: ingó keretbiztosítéki jelzálogjog) created and granted in this Agreement over the Encumbered Assets by the Chargor in favour of the Chargee pursuant to Sections 5:89 (5) and 5:93 (1) b) of the Civil Code. “ Encumbered Assets ”: (a) [ ● ] “ Master Agreement ” means the Overdraft Facility Agreement made between the Chargee and the Chargor on [●] under contract number [●] with respect to the provision of facility, under which the Chargee provides Facility up to the limit of EUR 3 000 000 to the Chargor. “ Obligors ” the Chargor and any Security Provider.
“ Register of Credit Securities ” means the register of credit securities (in Hungarian: “ hitelbiztosítéki nyilvántartás ”) maintained by the Hungarian Chamber of Notaries Public pursuant to Act CCXXI of 2013 on the Register of Credit Securities. 1.2 Defined and referred terms in this Agreement In this Agreement all terms and expressions shall, in the absence of contrary intention or unless otherwise defined, have the meanings attributed to such terms and expressions in the Documents of the Underlying Legal Relationships (including by reference to any other document referred to therein) and this Agreement [(being – as at the date of this Agreement – the meanings set out in Schedule 2 (Definitions and interpretation under the Documents of the Underlying Legal Relationships)], and such terms and expressions are deemed to be incorporated into this Agreement 1.3 The acceptance of the terms of the Documents of the Underlying Legal Relationships The Chargor hereby declares that prior to the execution of this Agreement it has read and understood the provisions of the Documents of the Underlying Legal Relationships applicable to the Chargor and hereby acknowledges and accepts as binding those terms and provisions which pertain to it. SECURED LIABILITIES   ЧТО И КАК ПИСАЛИ О МОДЕ В ЖУРНАЛАХ НАЧАЛА XX ВЕКА Первый номер журнала «Аполлон» за 1909 г. начинался, по сути, с программного заявления редакции журнала...  Конфликты в семейной жизни. Как это изменить? Редкий брак и взаимоотношения существуют без конфликтов и напряженности. Через это проходят все...  Что делать, если нет взаимности? А теперь спустимся с небес на землю. Приземлились? Продолжаем разговор...  Что делает отдел по эксплуатации и сопровождению ИС? Отвечает за сохранность данных (расписания копирования, копирование и пр.)... Не нашли то, что искали? Воспользуйтесь поиском гугл на сайте:
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