Replenishment of Security of Supply. If Genzyme takes delivery of the entire inventory dedicated to Security of Supply pursuant to this Section 9.1 Supplier shall use fully replenish the Security of Supply as follows: [**].
Replenishment of Security of Supply Sample Clauses
Related to Replenishment of Security of Supply
Impairment of Security, etc Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.
No Impairment of Security The lien, security interest and other security rights of Mortgagee hereunder or under any other Loan Document shall not be impaired by any indulgence, moratorium or release granted by Mortgagee including, but not limited to, any renewal, extension or modification which Mortgagee may grant with respect to any Secured Indebtedness, or any surrender, compromise, release, renewal, extension, exchange or substitution which Mortgagee may grant in respect of the Property, or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any Secured Indebtedness. The taking of additional security by Mortgagee shall not release or impair the lien, security interest or other security rights of Mortgagee hereunder or affect the liability of Mortgagor or of any endorser, guarantor or surety, or improve the right of any junior lien mortgagee in the Property (without implying hereby Mortgagee’s consent to any junior lien).
Investment of Security Funds Any amounts not payable to ---------------------------- Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Default or Lease Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article XI shall be held by Lessor as security for the obligations of ---------- Lessee under this Lease and the other Operative Documents. At such time as no Lease Event of Default or Lease Default, or Lease failure to perform shall be continuing, such amounts, net of any amounts previously applied to Lessee's obligations hereunder or under any other Operative Documents, shall be paid to Lessee. Any such amounts which are held pending payment to Lessee or application hereunder shall be invested by Lessor (or Administrative Agent) as directed from time to time in writing by Lessee (provided, however, if a Lease Event of Default has occurred and is -------- ------- continuing, such investment will be directed by Lessor), and at the expense and risk of Lessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee will promptly pay to Lessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment), such amount to be held, paid and applied in the same manner as other amounts subject to this Section 18.17. ------------- [signature page follows]
Maintenance of Security Interests The Borrower will:
Maintenance of Security Interest (a) Such U.S. Pledgor shall maintain the security interest created by this Agreement in such U.S. Pledgor’s Pledged Collateral as a security interest having at least the perfection and priority described in subsection 4.3.4 or subsection 4.3.5, as applicable and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the ABL Collateral Agent and at the sole expense of such U.S. Pledgor, such U.S. Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the ABL Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such U.S. Pledgor; provided, that notwithstanding any other provision of this Agreement or any other Loan Documents, neither the Parent Borrower nor any other U.S. Pledgor will be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by subsection 4.16 of the ABL Credit Agreement and (B) in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the ABL Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), (iii) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) constituting Excluded Assets (except, in each case, to the extent consisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Pledged Stock, by being held by the ABL Collateral Agent or an Additional Agent as agent for the ABL Collateral Agent), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets.
Assignment of Security Interest If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.
Establishment of Securities Account The Securities Intermediary hereby confirms and agrees that:
Impairment of Security Interest Debtor will not take or fail to take any action which would in any manner impair the value or enforceability of Secured Party's security interest in any Collateral.
Creation and Description of Security Interest In consideration of the --------------------------------------------- transfer of the Shares to Pledgor under the Agreement, Pledgor, pursuant to the California Commercial Code, hereby pledges all of such Shares (herein sometimes referred to as the "Collateral") represented by certificate number ___, duly endorsed in blank or with an executed stock power or powers, and herewith delivers said certificate to Pledgeholder, who shall hold said certificate subject to the terms and conditions of this Security Agreement. The pledged stock (together with an executed blank stock assignment or assignments for use in transferring all or a portion of the Shares to Pledgee if, as and when required pursuant to this Security Agreement) shall be held by Pledgeholder as security for the repayment of the Note, and any extensions or renewals thereof, to be executed by Pledgor pursuant to the terms of the Agreement, and Pledgeholder shall not encumber or dispose of such Shares except in accordance with the provisions of this Security Agreement.
Definitions Grant of Security 1 1.1 General Definitions 1 1.2 Definitions; Interpretation 7 SECTION 2. GRANT OF SECURITY 7 2.1 Grant of Security 7 2.2 Certain Limited Exclusions 8 SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE 9 3.1 Security for Obligations 9 3.2 Continuing Liability Under Collateral 9 SECTION 4. CERTAIN PERFECTION REQUIREMENTS 9 4.1 Delivery Requirements 9 4.2 Control Requirements 10 4.3 Intellectual Property Recording Requirements 11 4.4 Other Actions 11 4.5 Timing and Notice 12 SECTION 5. REPRESENTATIONS AND WARRANTIES 12 5.1 Grantor Information & Status 12 5.2 Collateral Identification, Special Collateral 13 5.3 Ownership of Collateral and Absence of Other Liens 14 5.4 Status of Security Interest 14 5.5 Goods & Receivables 15 5.6 Pledged Equity Interests, Investment Related Property 15 5.7 Intellectual Property 16 SECTION 6. COVENANTS AND AGREEMENTS 16 6.1 Grantor Information & Status 16
