Collateral and Security Agreements Sample Clauses

Collateral and Security Agreements. .. 68 SECTION 11.02.
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Collateral and Security Agreements. (a) To secure the due and punctual payment of the Obligations, the Company, the Owners and the Trustee have entered into the Intercreditor Agreement and have entered or, under the circumstances described in the Intercreditor Agreement, will enter, into the Security Agreements. The Trustee and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements.
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Collateral and Security Agreements. (a) To secure the due and punctual payment of the Obligations, the Company, the Subsidiary Guarantors, the Pledgors and the Trustee have entered or, under the circumstances described in the Escrow Agreement, will enter, into the Security Agreements. The Trustee and the Company hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements.
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Collateral and Security Agreements. (a) That certain Security Agreement (Parent) by and between the Company and ERF as agent for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-1.
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Collateral and Security Agreements. A security agreement among the Company, its domestic Subsidiaries and Xxxxxxxxxx Capital Partners, LLC, as collateral agent for the holders of the Notes (in such capacity, together with its successors, if any, in such capacity, the "Collateral Agent"), shall have been executed and delivered to the Collateral Agent in substantially the form attached hereto as Exhibit C-1 (the "Security Agreement"). Mortgages or deeds of trust encumbering the Real Property Collateral by the Company and its domestic Subsidiaries for the benefit of the Collateral Agent shall have been executed and delivered to the Collateral Agent in substantially the form attached hereto as Exhibit C-2 (the "Mortgages"); each Mortgage shall be in proper form for recording in the jurisdiction in which the Real Property Collateral encumbered thereby is located; each Mortgage shall be a valid Lien upon the Real Property Collateral encumbered thereby that is prior and superior to all other Liens and encumbrances thereon other than Permitted Liens, and the Collateral Agent shall have received a policy of title insurance in form and substance and issued by a company satisfactory to the Collateral Agent relating to the foregoing. The Guaranty made by each of the Guarantors for the benefit of the holders of the Notes shall have been executed and delivered to you in substantially the form attached hereto as Exhibit C-3 (the "Guaranty").
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Collateral and Security Agreements. (a) The Company and the Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of their obligations under this Indenture and the Notes by (i) a fifth-ranking pledge of shares of CME NV and CME BV (the “Pledged Shares”) and (ii) a fifth-ranking assignment of the Company’s rights under the Framework Agreement (together with the Pledged Shares, the “Collateral”). The share pledges in respect of the Pledged Shares are referred to as the “Share Pledges” and, together with the assignment agreement evidencing the fifth-ranking assignment of rights under the Framework Agreement, are referred to as the “Security Agreements.” Subject to the terms of the Security Agreements and this Indenture, the Company is permitted to pledge the Collateral in connection with future Indebtedness of the Company or its Restricted Subsidiaries, including any Additional Notes, secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing and any of the Existing Debt Agreements remain in effect, any Share Pledge will be released only if (A)(i) the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Company or a Restricted Subsidiary of the Company and (ii) all related applicable provisions of the Existing Debt Agreements have been fully complied with, and (iii) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Company or a Restricted Subsidiary are released or (B) the Company redesignates the Subsidiary whose Capital Stock is pledged as an Unrestricted Subsidiary in compliance with the terms and conditions of the Existing Debt Agreements. So long as no Event of Default has occurred and is continuing and none of the Existing Debt Agreements remain in effect, any Share Pledge will be released only if (A)(i) the Subsidiary whose Capital Stock is pledged is d...
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Related to Collateral and Security Agreements

  • Collateral and Security Documents The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

  • Loan and Security Agreement Performance of all obligations of Borrower (as such term is defined in the Loan and Security Agreement, and hereafter used with such meaning) under the terms of the Loan and Security Agreement, any of the Guaranty Agreements or Security Documents referred to in the Loan and Security Agreement, and any other loan agreement, tri-party financing agreement or other agreement between Grantor and Beneficiary, GNI and any other parties pertaining to the use of the proceeds of the Notes."

  • Collateral and Security Section 10.01

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

  • Guaranty and Security Agreement The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

  • Security Agreements Signed original security agreements, assignments, financing statements and fixture filings (together with collateral in which the Bank requires a possessory security interest), which the Bank requires.

  • Guarantee and Security Agreement The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.

  • Amendments to the Loan and Security Agreement (a) The Loan and Security Agreement shall be amended as follows effective as of the Amendment Effective Date:

  • No Financing Statements, Security Agreements No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative Agent on behalf of the Secured Parties as the secured party and (b) in respect to other Liens permitted under Section 6.02 of the Credit Agreement.

  • Pledge and Security Interest Each Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Notes, the following (collectively, the “Pledged Collateral”):

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