Security Agreement and Intercreditor Agreement. The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Security Interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control. Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Xxxxx Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.
Security Agreement and Intercreditor Agreement. At the Effective Time, and upon Buyer's funding of the Escrow Deposit and the LMA Deposit, Sellers agree to execute and deliver to Buyer a Security Agreement in the form attached hereto as Exhibit 4, and Buyer agrees to execute and deliver to Sellers' lender, Foothill Capital Corporation, an Intercreditor Agreement in the form attached hereto as Exhibit 5.
Security Agreement and Intercreditor Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Agent pursuant to the Security Agreement and Grantors hereby acknowledge and affirm that the rights and remedies of the Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the 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 Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Intercreditor and Subordinatino Agreement, the provisions of the Intercreditor and Subordination Agreement shall control.
Security Agreement and Intercreditor Agreement. The Lenders (and the Secured Parties, by their acceptance of their status as Secured Parties) hereby (a) authorize and instruct the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement (and make amendments and modifications to the Intercreditor Agreement contemplated by the Intercreditor Agreement) and any Acceptable Intercreditor Agreement (and make amendments and modifications to such Acceptable Intercreditor Agreement contemplated by such Acceptable Intercreditor Agreement) on their behalf and to act on their behalf thereunder, (b) agree to be bound by the terms of the Security Documents as if they were a party thereto and (c) agree not to contest the Collateral Agent’s actions taken or omitted to be taken pursuant to the Security Documents or contemplated thereby.
Security Agreement and Intercreditor Agreement. The Lenders (and the Secured Parties, by their acceptance of their status as Secured Parties) hereby (a) authorize and instruct the Collateral Agent to enter into the Revolving Only Collateral Security Agreement, the Closing Date Fixed Asset Security Agreement Affirmation and the Intercreditor Agreement on their behalf and to act on their behalf thereunder, (b) agree to be bound by the terms of the Security Documents as if they were a party thereto, (c) agree not to contest the Collateral Agent’s actions taken or omitted to be taken pursuant to the Security Documents or contemplated thereby and (d) until the Collateral Agent determines otherwise, authorize and instruct the Collateral Agent to appoint the Fixed Asset Collateral Agent as its collateral agent for the purposes of the Fixed Asset Collateral.
Security Agreement and Intercreditor Agreement. The obligations of the Company under this Note are secured pursuant to the terms of the Security Agreement and Intercreditor Agreement.
Security Agreement and Intercreditor Agreement. The Lenders (and the Secured Parties, by their acceptance of their status as Secured Parties) hereby (a) authorize and instruct the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement (and make amendments and modifications to the Intercreditor Agreement contemplated by the Intercreditor Agreement) on their behalf and to act on their behalf thereunder, (b) agree to be bound by the terms of the Security Documents as if they were a party thereto and (c) agree not to contest the Collateral Agent’s actions taken or omitted to be taken pursuant to the Security Documents or contemplated thereby. It is hereby agreed that, for the purposes of Section 6.5 of the Security Agreement and Section 5.01 or 6.01 of the Mortgages, the security interests granted thereunder shall not terminate until all Obligations shall have been paid in full in cash. Furthermore, the Lenders authorize and instruct the Administrative Agent, one of its Affiliates or another Person appointed by the Administrative Agent, to become the “Collateral Agent” under the Intercreditor Agreement in accordance with the terms thereof on or after the time that no Secured Notes are outstanding (and to take all actions and to execute and deliver any and all documents the Administrative Agent determines are necessary or advisable to so execute and deliver in accordance therewith, and Borrowers agree to pay the expenses of the Administrative Agent in connection with the foregoing).
Security Agreement and Intercreditor Agreement. The Borrowers shall have executed and delivered to the Bank the Security Agreement and financing statements and any other documents requested by the Bank in connection therewith, and the Bank and Principal shall have executed and delivered to each other the Intercreditor Agreement.
Security Agreement and Intercreditor Agreement. (a) At Closing, the Buyer Parties and the Sellers shall execute and deliver a Security Agreement in form and substance reasonably acceptable to Buyer Parties and the Sellers (the "SECURITY AGREEMENT"), pursuant to which the Buyer Parties will grant the Sellers, as security for the Buyer Parties' obligations to make the Future Payments (the "SELLER OBLIGATIONS"), a first priority Security Interest in the Seller Priority Collateral and a Security Interest, ranking second in priority only to the Security Interest of Guggenheim therein to the extent securing the Senior Obligations, in the Trust Marks and all proceeds thereof (the "SELLER SUBORDINATED COLLATERAL" and together with the Seller Priority Collateral, the "COLLATERAL"). Sellers acknowledge and agree that Buyer Parties shall be free to grant a Security Interest in the Collateral to Guggenheim provided that Sellers' Security Interest in the Seller Priority Collateral pursuant to the Security Agreement shall have priority over any other Security Interests in the Collateral.
(b) At Closing, the Sellers shall execute and deliver an Intercreditor Agreement with Guggenheim, GMAC CF and other lenders to Buyer Parties, in form and substance acceptable to Sellers, Guggenheim and the other lenders a party thereto (the "INTERCREDITOR AGREEMENT"), and containing, among other terms and conditions, the following terms and conditions:
(i) The Sellers acknowledge and agree that each of Guggenheim and certain other lenders of the Buyer Parties has been or will be granted a Security Interest in the Collateral and that Sellers have no right or interest in any other property of the Buyer Parties, other than the Collateral.
(ii) Except for Guggenheim's first priority (to the extent it secures the Senior Obligations) Security Interest in the Seller Subordinated Collateral, the Security Interests of each of Guggenheim, GMAC CF and any other secured creditors of Buyer Parties in the Collateral will be subordinated to Sellers' Security Interest in the Collateral.
(iii) Each of the Sellers will agree to subordinate its Security Interest in the Seller Subordinated Collateral to the Security Interest of Guggenheim to the extent such Security Interest secures the Senior Obligations.
(iv) The Sellers will agree not to exercise any remedies or rights under this Agreement and the Security Agreement (the "SELLER DOCUMENTS") with respect to any Collateral, other than as set forth below with respect to Seller Priority Collateral.
(v) T...
Security Agreement and Intercreditor Agreement. The security granted to The CIT Group/Equipment Financing, Inc. (“CIT”) pursuant to the security agreements listed as numbers 2, 7, 8, 9 and 10 on Exhibit A to the release agreement (the “Release Agreement”), to be dated prior to the Closing Date, among CIT, Quantum Geophysical, Inc., Geophysical Development Corporation, Trace Energy Services, Ltd., Trace Energy Services, Inc. and the Company, has been released pursuant to the Release Agreement, and the intercreditor agreement, dated as of July 28, 2006, by and among PNC Bank, National Association, as agent, the Lenders as defined therein, CIT and the Borrowers, as defined therein, shall have been terminated.
