Pledge and Subordination Agreement Sample Clauses

Pledge and Subordination Agreement. Each Holding Company party hereto acknowledges and agrees that the Pledge and Subordination Agreement continues in full force and effect and each such Holding Company reaffirms its obligations thereunder. The Lenders acknowledge that, as a result of certain changes in the capital structure affecting Charter Communications VII and the Restricted Companies, those Persons party to the Pledge and Subordination as of the First Restatement Effective Date that are not a party to this Agreement as of the Second Restatement Effective Date have, in each case, ceased to be a party to the Pledge and Subordination Agreement. Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first above written. FALCON CABLE COMMUNICATIONS, LLC By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President CHARTER COMMUNICATIONS VII, LLC By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President FALCON CABLE MEDIA, A CALIFORNIA LIMITED PARTNERSHIP FALCON COMMUNITY CABLE, L.P. FALCON TELECABLE, A CALIFORNIA LIMITED PARTNERSHIP FALCON CABLEVISION, A CALIFORNIA LIMITED PARTNERSHIP FALCON CABLE SYSTEMS COMPANY II, L.P. FALCON VIDEO COMMUNICATIONS, L.P. By: Charter Communications VII, LLC, as general partner By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President FALCON COMMUNITY VENTURES I LIMITED PARTNERSHIP By: Falcon Community Cable, L.P., as general partner By: Falcon Cable Communications, LLC, as general partner By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President PACIFIC MICROWAVE JOINT VENTURE By: Falcon Community Ventures I Limited Partnership, as a general partner By: Falcon Cable Communications, LLC, as general partner By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President By: Falcon Cable Systems Company II, L.P., as a general partner By: Charter Communications VII, LLC, as general partner By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President ATHENS CABLEVISION INC. AUSABLE CABLE TV, INC. DXXXXX CABLEVISION INC. FALCON FIRST, INC. FALCON FIRST CABLE OF NEW YORK, INC. FALCON FIRST CABLE OF THE SOUTHEAST, INC. PLATTSBURGH CABLEVISION INC. CC VII LEASE, INC. SCOTTSBORO TV CABLE, INC. CC VII PURCHASING, LLC CC VII LEASING, LLC By /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Vice President TORONTO DOMINION (TEXAS), INC., as Administrative Agent By Title:
Sample 1
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Pledge and Subordination Agreement. Each of Holding, L.P., Holding, Inc. and the Restricted Companies (prior to the TCI Closing) shall have duly authorized, executed and delivered to the Documentation Agent a Pledge and Subordination Agreement substantially in the form of Exhibit 5.1.5 and shall have executed, delivered, filed and registered such notices, Uniform Commercial Code financing statements and other documents as the Documentation Agent may have reasonably requested in order to perfect the security interests required to be created pursuant to the Pledge and Subordination Agreement.
Sample 1

Related to Pledge and Subordination Agreement

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • Pledge Agreements Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section 10.12.

  • Special Agreement Except for the termination of the Agreement due to the reason of Article 15, paragraph 1 of this Agreement, if the Agreement is terminated under any other circumstances, the payment made by Party B shall be regarded as Party B's liquidated damages, and Party A has the right not to return it.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Continuing Security Interest: Assignments under Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • 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.

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

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