Liens and Security Interest Sample Clauses

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (i) each Fund Borrower shall grant to Administrative Agent, for the benefit of each Lender an exclusive, perfected, first priority security interest (subject to Permitted Liens) and Lien in and to the Collateral Accounts pursuant to an Assignment of Account for the Collateral Accounts; and (ii) each Fund Borrower shall grant to Administrative Agent, for the benefit of each Lender, a perfected, first priority security interest (subject to Permitted Liens) and Lien in and on the Capital Calls, Capital Commitments, and Capital Contributions with respect to such Fund Borrower’s, including, without limitation, any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (i)-(ii) of this Section 5.01 being, collectively, the “Collateral”). For the avoidance of doubt, the proceeds from any liquidation or distribution in connection with a Portfolio Company that are not held in a Collateral Account, are not Collateral.

Liens and Security Interest. (a) Capital Commitments; Capital Calls and Other Rights. To secure performance by the Investor REIT of the Investor REIT Obligations, and in accordance with the 38 40 Articles of Incorporation, the Investor REIT's other Constituent Documents, the Subscription Agreements, and the Investor Letters: (i) pursuant to the Pledge and Security Agreement, the Investor REIT shall grant to the Agent, for the benefit of the Secured Parties, an exclusive, perfected first priority security interest in all of the Collateral described therein, including the Capital Commitments and any rights to call for and receive payment of Capital Commitments as contemplated by the Subscription Agreements or the Articles of Incorporation and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising; (ii) pursuant to the Cash Collateral Agreement, the Investor REIT shall grant to the Agent, for the benefit of the Secured Parties, an exclusive, perfected first priority security interest in the Subscription Account and all of the proceeds thereof as more fully described in the Cash Collateral Agreement; and (iii) pursuant to the Pledge Agreement, the Investor REIT shall grant to the Agent, for the benefit of the Secured Parties, an exclusive, perfected first priority security interest in the Collateral described therein, including all of the Investor REIT's interest in the Borrower now existing or hereafter arising.

Liens and Security Interest. 35 5.2 Subscription Accounts; Capital Calls. . . . . . . . . . . . . . . . . . . 36 (c) Capital Calls. . . . . . . . . . . . . . . . . . . . . . . . . . . 36 (d) Use of Account; Capital Calls by Administrative Agent . . . . . . 37 (e)

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (i) Borrower shall grant to Administrative Agent, for the benefit of each of the Lenders an exclusive, perfected, first priority security interest and Lien in and to the Collateral Account pursuant to an Assignment of Account for the Collateral Account and will enter into a Deposit Account Control Agreement with respect thereto; and (ii) Borrower and its Adviser, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of Lenders, an exclusive, perfected, first priority security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation, any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (i) and (ii) of this Section 5.01 being, collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Lenders’ right of setoff, Borrower hereby irrevocably appoints Administrative Agent as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default, subject to Section 11.02 hereof, to make any Capital Calls upon the Investors pursuant to the terms of the Subscription Agreements.

Liens and Security Interest. To secure performance by the Loan Parties of the payment and performance of the Obligations, the applicable Pledgors shall grant to Administrative Agent, for the benefit of the Secured Parties, an exclusive, perfected, first priority security interest and Lien in and to (a) the Equity Interests of each Subsidiary that directly or indirectly owns any Unencumbered Property (the “Equity Interest Collateral”) and (b) the Mortgages, if any, as required pursuant to Section 2.13(b), subject in each case only to Customary Permitted Liens. In the event Mortgages are required pursuant to Section 2.13(b), the Loan Parties shall deliver to Administrative Agent in connection therewith, at such Loan Parties’ expense, (a) all Mortgage Collateral, (b) all Mortgage Deliverables, and (c) all other documents, agreements and instruments that may be required by applicable Law and which Administrative Agent may, from time to time, reasonably request to ensure the creation, perfection and priority of the Liens created or intended to be created in the Unencumbered Properties.

Liens and Security Interest. Wilon hereby grants R & D, as operator, a first lien and security interest in said xxxxx for any unpaid charges, fees or expenditures due R & D, which remain unpaid for a period of sixty (60) days.

Liens and Security Interest. (a) To secure payment of the Indebtedness and performance of the Obligations, and as a condition of any approval by the Lenders of the Loans, the Borrower shall grant and create (or cause to be granted and created) in favor of the Lenders a first, prior and perfected security interest in and to, and Lien upon, and assignment of, all collateral which is described on Schedule 4.2 attached hereto. The Borrower shall execute and deliver (or cause to be executed and delivered) from time to time the Collateral Documents to the Lenders together with all such other instruments, documents, certificates, assignments, financing statements, and other items as required by the Lenders to create and perfect the Liens, security interests and assignments described herein and shall cause such of the Collateral Documents as the Lenders may require to be filed or recorded and shall pay all costs and expenses of doing so. (b) With respect to any Property of the types defined as Collateral that are acquired or created after the First Closing Date or in which a first-priority lien in favor of the Lender has not been granted as of the First Closing Date, the Borrower shall promptly grant or cause to be granted to the Lenders a Lien on all such Property and interests, free of all Liens except those expressly permitted hereby. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument reasonably deemed by the Lender to be necessary or desirable for the creation, perfection, renewal and continuation of the foregoing Liens and shall pay, or cause to be paid, all Taxes, fees and reasonable legal expenses related to such registration, filing or recording. All such Collateral Documents shall be in Proper Form.

Liens and Security Interest. (a) Feeder Capital Commitments and Feeder Capital Calls. (i) Pursuant to the terms of the applicable Collateral Documents, to secure the payment and performance of its own Obligations hereunder (which Obligations shall be on a several and not joint basis) and all other Obligations with respect to each Borrowing or Letter of Credit, pursuant to a Collateral Account Pledge, a Borrower Security Agreement, the related Filings and financing statements and the other related documents, each Borrower shall, to the extent of its respective interest, grant to the Administrative Agent, for the benefit of each of the Secured Parties, a security interest and Lien in and on its interests in the following, whether now owned or hereafter acquired or arising, which security interest and Lien will be a first priority and perfected security interest and Xxxx (subject to Permitted Liens): (A) such Borrower’s Collateral Account; (B) by assignment by way of security, the Unfunded Capital Commitments of the Feeder to the Borrower, including, without limitation, any and all of their respective rights under the applicable Partnership Agreement to make Capital Calls, receive payment of Feeder USActive 58236919.3 -74- Capital Contributions and enforce payment thereof with respect to such Unfunded Feeder Capital Commitments; (C) by assignment by way of security, any and all of the Investment Advisors’s rights under the Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Contributions and enforce payment thereof, in each case, with respect to the Feeder’s Unfunded Capital Commitment; and (D) all proceeds of the foregoing, in each case, solely for purposes of repaying the Obligations of such Borrower. (ii) [Reserved]. Notwithstanding anything (x) in Section 5.1(a) hereof to the contrary, no security interest in Investments or the equity of the Borrowers in their subsidiaries is being created under this Credit Agreement or any of the Security Agreements and (y) to the contrary herein or in any other Loan Document, in no event shall the security interest created or granted by this Credit Agreement or any other Loan Document be deemed to permit the Administrative Agent, for the benefit of the Secured Parties, or any Secured Party to require the Feeder to make payments in respect of its Unfunded Feeder Capital Commitment to any account or any party other than the Collateral Account of the applicable Borrower. (b) [Reserved.]

Liens and Security Interest. 9.1. Buyer will not directly or indirectly create, incur, assume or suffer to exist any lien, charge or encumbrance on or with respect to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. 9.2. Buyer shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].