Common use of Priority of Lien Clause in Contracts

Priority of Lien. The Company hereby grants to the Trustee for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that it will not advance any margin or other credit to the Company therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary may have against the Account or any financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Trustee and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of others.

Appears in 2 contracts

Samples: Escrow and Security Agreement (Dutchess County Cellular Telephone Co Inc), Escrow and Security Agreement (Dutchess County Cellular Telephone Co Inc)

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Priority of Lien. The Company Intermediary hereby grants (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Trustee for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest Secured Parties in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL")Collateral by Customer. Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to the Company Customer therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commissionscommission pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities Account, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any third person other than a Collateral Agent party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Trustee and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersother person.

Appears in 2 contracts

Samples: Security Agreement (Chinos Holdings, Inc.), Security Agreement (J Crew Group Inc)

Priority of Lien. The Company hereby grants to the Trustee for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that it will not advance acknowledges the security interest granted to Secured Party (on behalf of itself and any margin or other credit to the Company therein, either directly or indirectly Agented Lender and their Related Parties) by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the AccountPledgor. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have against the Account or any financial asset carried in in, or credited to, the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissionscharges relating to the Account (including overdraft fees and reimbursement of amounts advanced to settle authorized transactions for the Account) in an aggregate amount not to exceed $100,000, it will shall not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary will (i) shall not agree enter into any agreement with any third party that (x) provides that Securities Intermediary will shall comply with entitlement orders concerning the Account originated by such third party or (y) purports to limit or condition the obligation of Securities Intermediary to comply with Written Instructions, including entitlement orders, originated by Secured Party hereunder without the prior written consent of Trustee Pledgor, and the Company. The Company (ii) represents and warrants thatto Secured Party that it has made no agreement of the type set forth in clause (i). For the avoidance of doubt, except for the Securities Intermediary’s security interest granted to in and lien on the Trustee hereby, the Company owns Account and the Collateral free set forth in this Section 6 shall not secure any amounts owed by Pledgor to Securities Intermediary pursuant to any other agreement between Pledgor and clear of any and all liens and claims of othersSecurities Intermediary.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Valor Buyer LP), Security Agreement (Valor Parent LP)

Priority of Lien. The Company Broker hereby grants acknowledges the security interest granted to the Trustee Administrative Agent for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL")Secured Parties by Debtor. Securities Intermediary consents to such security interest. Securities Intermediary Broker hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to the Company Debtor therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account Account, or by executing trades allowing Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary Broker hereby waives subordinates, to Administrative Agent's security interest in the Account and releases to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, all liens, encumbrances, claims and rights of setoff Securities Intermediary or recoupment it may have against the Account or any financial asset carried in the Account or any credit balance property in the Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance property in the Account. Securities Intermediary In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker will not agree with any third party that Securities Intermediary Broker will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Trustee Administrative Agent and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersDebtor.

Appears in 2 contracts

Samples: Credit Agreement (Pepsiamericas Inc), Security Agreement (Block Communications Inc)

Priority of Lien. The Company Securities Intermediary hereby grants to the Trustee for the benefit acknowledges that it has received notice of the holders existence of the Notes, to secure obligations Security Agreement and of the Company under the Notes, a first priority security interest of Secured Party in the Account, all financial assets carried therein, any free credit balance Securities Account and recognizes the security interest granted therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interestSecured Party by Grantor. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to the Company Grantor therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have against the Securities Account or of any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissionscommission pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Trustee Secured Party and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersGrantor.

Appears in 1 contract

Samples: Securities Account Control Agreement (155 East Tropicana, LLC)

Priority of Lien. The Company Securities Intermediary hereby grants to the Trustee for the benefit acknowledges that it has received notice of the holders existence of the Notes, to secure obligations Cash Collateral Agreement and of the Company under the Notes, a first priority security interest of Secured Party in the Account, all financial assets carried therein, any free credit balance Securities Account and recognizes the security interest granted therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interestSecured Party by Grantor. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit sell financial assets to the Company thereinGrantor on margin, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to the Custody Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Trustee Secured Party and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersGrantor.

Appears in 1 contract

Samples: Participation Agreement (Novellus Systems Inc)

Priority of Lien. The Company hereby grants to the Trustee for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that it will not advance any margin or other credit acknowledges the security interest granted to the Company therein, either directly or indirectly Lessor by executing purchase orders in excess of any credit balance or money market mutual funds held the Lessee in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Cash Collateral Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have or hereafter acquire against the Account Cash Collateral Account, the Cash Collateral or any other financial asset carried in the Cash Collateral Account or any free credit balance in the Cash Collateral Account and agrees that it will not assert any lien, encumbrance, claim or right against the Cash Collateral Account, the Cash Collateral or any other financial asset carried in the Cash Collateral Account or any credit balance in the Cash Collateral Account and agrees thatwithout the written consent of the Lessor. Notwithstanding the foregoing, except the Securities Intermediary shall be permitted from time to time to debit the Cash Collateral Accounts for payment any of its customary fees charges for maintaining such Cash Collateral Accounts or reimbursement for the reversal of any provisional credits granted by the Securities Intermediary, to the extent, in each case, that the Lessor has not separately paid or reimbursed the Securities Intermediary therefor. Without the prior written consent of the Lessor and commissionsthe Lessee, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary will not agree execute and deliver, or otherwise become bound by, any agreement (i.e., a control agreement) under which Securities Intermediary agrees with any third party or Lessee that Securities Intermediary will comply with entitlement orders concerning the Cash Collateral Account originated by such third party without the prior written consent of Trustee and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersor Lessee.

Appears in 1 contract

Samples: Form of Control Agreement (Lsi Logic Corp)

Priority of Lien. The Company Securities Intermediary hereby grants to the Trustee for the benefit acknowledges that it has received notice of the holders existence of the Notes, to secure obligations Security Agreement and of the Company under the Notes, a first priority security interest of Creditor in the Account, all financial assets carried therein, any free credit balance Securities Account and recognizes the security interest granted therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interestCreditor by Entitlement Holder. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to the Company Entitlement Holder therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have against the Securities Account or of any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissionscommission pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Trustee Creditor and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersEntitlement Holder.

Appears in 1 contract

Samples: Securities Account Control Agreement (155 East Tropicana, LLC)

Priority of Lien. The Company hereby grants to the Trustee for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, Notes a first priority security interest in the Account, all financial assets carried therein, therein and any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL")therein. Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to the Company therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary may have against the Account or any financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Trustee and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of others.

Appears in 1 contract

Samples: Control Agreement (HWCC Shreveport Inc)

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Priority of Lien. The Company Debtor hereby grants to the Trustee each of Senior Secured Party for the benefit of Lenders and Junior Secured Party for the holders benefit of itself, the Notes, to secure obligations of Trustee and the Company under the Notes, Noteholders a first priority security interest in the Account, all financial assets carried therein, therein and any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL")therein. Securities Intermediary consents to each such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to the Company Debtor therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary may have against the Account or any financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Trustee each Secured Party and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersDebtor.

Appears in 1 contract

Samples: Security Agreement (Golfsmith International Holdings Inc)

Priority of Lien. The Company Securities Intermediary hereby grants to the Trustee for the benefit acknowledges that it has received notice of the holders existence of the Notes, to secure obligations Cash Collateral Agreement and of the Company under the Notes, a first priority security interest of Secured Party in the Account, all financial assets carried therein, any free credit balance Securities Account and recognizes the security interest granted therein and any and all proceeds of the foregoing (the "COLLATERAL"). Securities Intermediary consents to such security interestSecured Party by Grantor. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to the Company Grantor therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary it may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Trustee Secured Party and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersGrantor.

Appears in 1 contract

Samples: Participation Agreement (Novellus Systems Inc)

Priority of Lien. The Company hereby grants to the Trustee for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, Notes a first priority security interest in the Account, all financial assets carried therein, therein and any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL")therein. Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to the Company therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff Securities Intermediary may have against the Account or any financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Trustee and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of others.

Appears in 1 contract

Samples: Escrow and Control Agreement (HWCC Shreveport Inc)

Priority of Lien. The Company Broker hereby grants acknowledges the security interest granted to the Trustee Lender for the benefit of the holders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL")Secured Parties by Debtor. Securities Intermediary consents to such security interest. Securities Intermediary Broker hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to the Company Debtor therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account Account, or by executing trades allowing Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary Broker hereby waives subordinates, to Lender’s security interest in the Account and releases to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, all liens, encumbrances, claims and rights of setoff Securities Intermediary or recoupment it may have against the Account or any financial asset carried in the Account or any credit balance property in the Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to its agreement with Debtor pertaining to the Account (the “Customer Agreement”) and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance property in the Account. Securities Intermediary In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Lender and, pending delivery thereof to Lender, maintain such cash or other property in a segregated account. Broker will not agree with any third party that Securities Intermediary Broker will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Trustee Lender and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of othersDebtor.

Appears in 1 contract

Samples: Security Agreement (TRX Inc/Ga)

Priority of Lien. The Company Debtor hereby grants confirms that, pursuant to the Trustee Security Agreement, Debtor has granted to [US/Canadian] Collateral Agent for the benefit of itself and the holders of the Notes, to secure obligations of the Company under the Notes, other Secured Parties a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any Account and all proceeds of the foregoing (the "COLLATERAL")Assets therein. Securities Intermediary consents to such the foregoing security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to the Company Debtor therein, either directly or indirectly indirectly, by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and claims, rights of setoff and any other rights Securities Intermediary may at any time have by agreement, operation of law or otherwise against the Account or any financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissionscommissions pursuant to the Customer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any financial asset carried in the Account or any credit balance in the Account. Securities Intermediary has not and will not (i) agree with any third party that Securities Intermediary will comply with entitlement orders (as defined in Section 8-102(a)(8) of the Code) or instructions (within the meaning of Section 9-104 of the Code) concerning the Account originated by such third party without or (ii) enter into any agreement purporting to limit or condition the prior written consent obligation of Trustee and the Company. The Company represents and warrants that, except for the security interest granted Securities Intermediary to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of otherscomply with entitlement orders or instructions.

Appears in 1 contract

Samples: Credit Agreement (Progress Rail Services, Inc.)

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