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)
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 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: Security Agreement (Block Communications Inc), Credit Agreement (Pepsiamericas Inc)
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
Priority of Lien. The Company hereby grants All sums assessed against any Owner pursuant to the Trustee for the benefit this Declaration, together with court costs, reasonable attorneys’ fees, late charges, and interest as provided herein, shall be secured by an equitable charge and continuing lien on such Owner’s Parcel in favor of the holders party to whom the Parking Assessment is owed. Such lien shall be superior to all other liens and encumbrances on such Parcel except only for: (i) liens of the Notes, to secure obligations of the Company under the Notes, ad valorem taxes; and (ii) a lien for all sums unpaid on a first priority security Mortgage, on any secondary purchase money Mortgage, or on any Mortgage to Declarant, and all amounts advanced pursuant to any such Mortgage and secured thereby in accordance with the terms of such instrument. The subordination of the lien for Parking Assessments to the foregoing Mortgages shall apply only to Parking Assessments that have become due and payable prior to a sale or transfer of the mortgaged interest in and to such Parcel pursuant to a Foreclosure. From and after the date the holder of a Mortgage, or its successor, assignee or designee, or the acquirer upon Foreclosure, takes possession of the Parcel or succeeds to the Owner’s interest in the AccountParcel, all financial assets carried thereinwhether by Foreclosure or otherwise, any free credit balance therein and any and all proceeds such holder or its successor, assignee or designee, or the acquirer upon Foreclosure, shall be deemed an Owner of the foregoing (Parcel and liable for all Parking Assessments on that Parcel assessed after, accruing after, or allocable to periods of time after that date. All Persons acquiring Mortgages, liens or encumbrances on any Parcel after the "COLLATERAL"). Securities Intermediary consents effective date of this Declaration shall be deemed to have subordinated such security interest. Securities Intermediary hereby confirms that it will Mortgages, liens or encumbrances to liens for post-Foreclosure Parking Assessments as provided in the immediately preceding sentence, whether or not advance any margin such subordination shall be specifically set forth in such Mortgages or other credit to the Company therein, either directly instruments creating such liens 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 1 contract
Samples: Master Lease Agreement
Priority of Lien. The Company hereby grants Pursuant to that certain Amended and Restated First Lien Pledge and Security Agreement dated as of December [___], 2006 (as amended, restated, supplemented or otherwise modified from time to time, the Trustee for “First Lien Security Agreement”), among the benefit Pledgor, the other grantors party thereto and the First Lien Collateral Agent, and that certain Second Lien Pledge and Security Agreement dated as of June 24, 2005, and amended as of July 8, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”; and together with the First Lien Security Agreement, the “Security Agreements”), among the Pledgor, the other grantors party thereto and the Second Lien Collateral Agent, the Pledgor has granted a security interest in all of the holders Pledgor’s rights in the Pledged Shares referred to in Section 2 below to each of the NotesFirst Lien Collateral Agent and the Second Lien Collateral Agent, respectively. The First Lien Collateral Agent and Second Lien Collateral Agent, the Pledgor and the Issuer are entering into this Agreement to secure obligations perfect each of the Company under First Lien Collateral Agent, and the NotesSecond Lien Collateral Agent’s security interest in such Pledged Shares. As between the First Lien Collateral Agent and the Second Lien Collateral Agent, the First Lien Collateral Agent shall have a first priority security interest in such Pledged Shares and the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds Second Lien Collateral Agent shall have a second priority security interest in such Pledged Shares in accordance with the Intercreditor Agreement. The Issuer hereby acknowledges that it has received notice of the foregoing (security interests of the "COLLATERAL"). Securities Intermediary First Lien Collateral Agent and the Second Lien Collateral Agent in such Pledged Shares and hereby acknowledges and 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 1 contract
Samples: First Lien Pledge and Security Agreement (CVR Energy Inc)
Priority of Lien. The Company hereby grants Each Mortgage Loan is evidenced by a Mortgage Note and is duly secured by a valid subsisting and enforceable first or second Mortgage lien with the priority described in the data tape or tapes delivered to Purchaser pursuant to Section 2.08 on the related Mortgaged Property (including all buildings and improvements on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the Trustee for foregoing), in each case, on such forms and with such terms as comply with all Applicable Servicing Requirements. Each Mortgage Note and lost note affidavit, as applicable, and the benefit related Mortgage is genuine and each is the legal, valid and binding obligation of the holders maker thereof, enforceable in all material respects in accordance with its terms, subject to bankruptcy, insolvency and similar Applicable Laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has been duly and properly executed by such parties The lien of the NotesMortgage is subject only to: (i) with respect to a second lien Mortgage Loan only, to secure obligations the lien of the Company under first mortgage on the NotesMortgaged Property; (ii) the lien of current real property taxes and assessments not yet due and payable; (iii) covenants, a first priority security interest conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds lender’s title insurance policy delivered to the originator of the foregoing Mortgage Loan and which do not adversely affect the appraised value of the Mortgaged Property set forth in such appraisal; and (iv) other matters to which like properties are commonly subject which do not materially interfere with the "COLLATERAL")benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that it will not advance There are no defenses, setoffs or counterclaims against 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 obligationsMortgage Loan, nor shall Securities Intermediary hypothecate is any securities carried in the Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights Mortgage Loan subject to any right 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 othersrescission.;
Appears in 1 contract
Samples: Servicing Rights Purchase and Sale Agreement (First Horizon National Corp)
Priority of Lien. (i) The Company hereby grants parties acknowledge and understand that the security interest evidenced by this Security Agreement is a lien upon the Collateral which is subordinate to the Trustee lien of Comerica Bank and the lien of the General Retirement Fund of the City of Detroit in such Collateral (which liens are hereinafter referred to as "Permitted Liens").
(ii) Upon the payment by Debtor to Secured Party of the Seven Hundred Fifty Thousand and 00/100 Dollar ($750,000.00) installment under the Note, Secured Party shall deliver to Debtor within seven (7) days of such payment a release of such Permitted Liens in the Collateral, including but not limited to any and all necessary Uniform Commercial Code Termination Statements (collectively "Release of Liens").
(b) Upon the satisfaction of the terms of Section 2(a)(ii) above and as long as any indebtedness under the Note remains unpaid, Debtor acknowledges that, and shall take whatever action is necessary to perfect a first and prior security interest in the Collateral for the benefit of Secured Party. Thereafter, in the holders of event Debtor shall obtain financing on an "arms length" basis from an institutional lender, which lender shall be acceptable to Secured Party exercising reasonable judgment (the Notes"Third Party Lender"), to secure obligations of the Company under the Notesthen at Debtor's written request, a Secured Party shall subordinate its first priority and prior perfected security interest in the AccountCollateral to the security interest of the Third Party Lender, all financial assets carried thereinin an amount not to exceed seventy-five percent (75%) of the aggregate forced sale value of the Collateral (the "Forced Sale Value"). Notwithstanding the foregoing, any free credit balance therein Secured Party shall not be required to subordinate its first and any and all prior perfected security interest unless the proceeds of the foregoing loan from the Third Party Lender shall be used by Debtor to first pay the Seven Hundred Fifty Thousand and 00/100 Dollar ($750,000.00) installment payment due Secured Party under the "COLLATERAL"Note (if such installment has not already been paid in full), and the balance, if any, of such loan proceeds are used to fund the capital requirements of Debtor in the Relevant Business. Secured Party shall not be required to subordinate its first and prior perfected security interest in the Collateral to the lien of the Third Party Lender unless the terms and conditions of a Subordination Agreement are reasonably satisfactory to Secured Party (paying due regard to Debtor's then existing financial condition, as well as the terms and conditions of the loan obtained from the Third Party Lender). Securities Intermediary consents In no event, however, shall Secured Party be required to such subordinate the right to any payments from Debtor.
(c) For purposes of this Agreement, the Forced Sale Value of the Collateral shall be determined on a liquidation basis by an appraiser to be mutually selected by Secured Party and Debtor. Further, the Forced Sale Value of the Collateral shall be determined at the time Debtor shall have requested Secured Party to subordinate its first and prior perfected 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 interest 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 othersCollateral.
Appears in 1 contract