Initial Notes Collateral definition

Initial Notes Collateral means the JV Collateral and the Pledged Assets, collectively.

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Initial Notes Collateral refers collectively to (a) substantially all assets of the Issuer and the Subsidiary Guarantors (other than any Guarantor incorporated in Luxembourg (“Luxembourg Guarantor”)), (b) without limiting clause (a) above, all of the equity interests (i) of the Issuer held by the Parent Guarantor and (ii) of any Subsidiary Guarantor incorporated in the U.S., England and Wales, Luxembourg and Hong Kong held by any Luxembourg Guarantor and (c) without limiting clause (a) above, any intercompany loans (i) from the Parent Guarantor to the Issuer and (ii) from any Luxembourg Guarantor to any other Restricted Subsidiary until the security interests therein are released in accordance with this Indenture, the Intercreditor Agreement and the Notes Security Documents. “Initial U.S. Guarantors” means, collectively, each existing material wholly-owned direct or indirect subsidiary of the Issuer that is organized in the U.S., in each case that will guarantee the Notes and the New Credit Facilities within two business days of the Completion Date, subject to the requirements set forth in this Indenture and the New Credit Facilities Agreement. 22 EU-DOCS\26039728.6

Initial Notes Collateral refers (i) prior to the Completion Date, to first security interests over the Escrowed Proceeds in the Notes Escrow Accounts; and (ii) following the Completion Date, collectively to (a) substantially all assets of the Issuer and the Subsidiary Guarantors (other than any equity interests in Cablevision Lightpath NJ LLC), (b) without limiting clause (a) above, all of the equity interests of the Issuer held by the Parent Guarantor, (c) without limiting clause (a) above, any intercompany loans from the Parent Guarantor to the Issuer, and (d) to the extent not otherwise included in the foregoing, all proceeds, products, and accessions of or in any of the foregoing, until the security interests therein are released in accordance with this Indenture, the Intercreditor Agreement and the Notes Security Documents.

Examples of Initial Notes Collateral in a sentence

• Each Initial Notes Collateral Agent represents and warrants that it is authorized under the applicable Initial Indenture to enter into this Agreement, that this Agreement is binding upon it in its capacity as an Initial Notes Collateral Agent and that the applicable Initial Indenture provides that by their acceptance of the Notes thereunder such Initial Notes Collateral Agent is authorized and directed to bind the Holders thereunder on the terms as set forth in this Agreement.

• Notwithstanding the foregoing, nothing in this Agreement shall impose a duty on the Initial Notes Collateral Agent or the Notes Trustee to keep themselves informed of (a) the financial condition of the Grantors and their Subsidiaries and all endorsers and/or guarantors of the Priority Obligations or the Notes Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Priority Obligations or Notes Obligations beyond that which may be required under the Initial Notes Indenture.

• Upon granting the Initial Notes Collateral referred to in this Section 4.27, the Issuer and its Restricted Subsidiaries shall have no further obligation to grant or maintain any Initial Notes Collateral, except as otherwise required by another provision of this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or any applicable Notes Security Documents.

• In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Revolving Credit Collateral Agent, the Initial Fixed Asset Collateral Agent and the Initial Notes Collateral Agent have agreed to the relative priority of their respective Liens on the Collateral and certain other rights, priorities and interests as set forth in this Agreement.

• For the avoidance of doubt, the parties hereto acknowledge that in no event shall the Initial Senior Credit Agreement Collateral Agent or any Initial Notes Collateral Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any such party has been advised of the likelihood of such loss or damage and regardless of the form of action.

• On or prior to the Security Deadline, the Company and the Guarantors shall cause the Collateral Agent (for the benefit of the Collateral Agent, the Trustee and the holders of the Notes) to have valid and perfected Liens on the Initial Notes Collateral that are first in priority on the Initial Notes Collateral, subject to Permitted Liens.

More Definitions of Initial Notes Collateral

Initial Notes Collateral means the fiduciary lien (alienação fiduciária) of all the shares issued by Vanádio held by the Company.