Entry into Security and Control Agreement Sample Clauses

Entry into Security and Control Agreement. The Company has agreed to secure the Notes. The Trustee hereby is authorized to and shall enter into a Security and Control Agreement (the “Security Agreement”) substantially in the form attached hereto as Exhibit A concurrently with the execution of this First Supplemental Indenture and perform its obligations thereunder. Pursuant to the Security Agreement, the Company shall cause $497,387,479.50 to be transferred to U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”) and the Securities Intermediary, in accordance with the terms of the Security Agreement, will acquire U.S. Government Securities (as defined in the Indenture and more fully described in Section 3(e) of the Security Agreement) in amounts listed on Schedule I thereto (the “Pledge Securities”), which will be held in the Securities Account (as defined in the Security Agreement) maintained by the Trustee with the Securities Intermediary, to be held and maintained separate and apart from all other assets and properties of the Company or Trustee, and for the sole benefit of the Holders of the Notes. The Company hereby grants the Trustee, for its benefit and the ratable benefit of the Holders of the Notes, a continuing first-priority lien on and security interest in the Pledged Securities. ARTICLE TWO
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Related to Entry into Security and Control Agreement

  • Control Agreements (i) Except to the extent otherwise excused by Section 7(k)(iv), each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account or Securities Account for such Grantor;

  • Deposit Account Control Agreement control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien on such account.

  • Control Agreement A control agreement (the “Custodian Control Agreement”), duly executed and delivered by the Borrower, the Administrative Agent and State Street Bank and Trust Company.

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

  • Amendments to Security Agreement The Security Agreement is hereby amended as follows:

  • Account Control Agreements Account Control Agreements for all of Borrower’s deposit accounts and accounts holding securities duly executed by all of the parties thereto, in the forms provided by or reasonably acceptable to Lender.

  • Account Control Agreement The provisions of Sections 8.02 and 8.05 are subject to the terms of the Account Control Agreement.

  • Acknowledgement and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Acknowledgment and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

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