Common use of Security and Pledge Clause in Contracts

Security and Pledge. 2.1 As security for the prompt and full satisfaction of all terms, conditions, covenants, recitals, stipulations and agreements contained in the Obligations, Debtor hereby pledges and assigns the Shares to Secured Party and grants Secured Party a security interest therein. Upon an Event of Default, Secured Party is entitled to the use and possession of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor shall deliver, upon the execution of this Agreement, certificate(s) representing 80,238.75 Shares, endorsed in blank or with appropriate stock powers duly executed in blank, to be held by Xxxxxxxx, Xxxxx & Xxxxxxxx, P.L.C., 0000 Xxxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq., as Security Agent, subject to the terms hereof. 2.3 Simultaneously with the delivery of the Shares pursuant to this Agreement, Debtor shall record the pledge of the Shares to Secured Party on ITG's corporate records and provide Secured Party with evidence of the same. 2.4 Upon any Event of Default, Secured Party shall receive in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits; (b) option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Shares, or otherwise; and (c) dividend or distribution payable in property (i.e., other than cash), including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; then, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, subject to the terms hereof, as part of the Shares. 2.5 Unless an Event of Default shall have occurred, the Debtor shall be entitled to vote the Shares. 2.6 Any and all cash dividends and other distributions by ITG to the Debtor on the Shares shall be delivered to the Secured Party as additional security hereunder, or applied toward the satisfaction of the Obligations, at the Secured Party's sole option. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid to the Secured Party pursuant to the terms of the Note and as to which Debtor has notified the Security Agent and the Secured Party, one-third of the Shares shall be released from the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor by the Security Agent.

Security and Pledge. 2.1 As security for (a) In order to secure the prompt and full satisfaction payment of all termsBonds, conditionswith the priorities specified in Article V hereof, covenantsthe Authority, recitalsin accordance with the Act, stipulations and agreements contained in the Obligations, Debtor hereby pledges and assigns the Shares to Secured Party and grants Secured Party a security interest therein. Upon an Event of Defaultassigns, Secured Party is entitled as security, to the use Trustee in trust upon the terms hereof (i) the Collections, (ii) all rights to receive the Collections and possession the proceeds of such rights, (iii) the Pledged Accounts and money and investments on deposit in or credited to the Pledged Accounts, (iv) subject to paragraph (c) hereof and subject to the terms and provisions of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor shall deliver, upon the execution of this 2007 Sale Agreement, certificate(sincluding Sections 3.02, 6.04, 6.08 and 6.10, all rights and remedies with respect to any breach by the State of any of its covenants, obligations, representations, and warranties under the 2007 Sale Agreement or under the Act, (v) representing 80,238.75 Shares, endorsed all interests in blank or with appropriate stock powers duly executed in blankthe Pledged Tobacco Receipts of the Authority under the 2007 Sale Agreement, to be held by Xxxxxxxx, Xxxxx & Xxxxxxxx, P.L.C., 0000 Xxxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq., as Security Agentwhich the State has consented to an assignment pursuant to Section 6.09 of the 2007 Sale Agreement, subject to the terms hereof. 2.3 Simultaneously with the delivery and limitations of the Shares pursuant to this 2007 Sale Agreement, Debtor and (vi) any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder. The property described in the preceding sentence is referred to herein as the “Collateral.” Upon receipt from the State of appropriate proofs that amounts received by the Trustee with respect to payments made by tobacco manufacturers do not constitute 2007 Sold Tobacco Receipts, the Trustee shall record release such amounts from the pledge lien of this Trust Indenture and transfer such amounts in accordance with written instructions from the Shares to Secured Party on ITG's corporate records and provide Secured Party with evidence of the sameState. 2.4 Upon any Event of Default, Secured Party shall receive in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits; (b) optionThe pledge of Collateral made by the Authority in subsection (a) above shall, warrantin accordance with the Act, be immediately subject to the lien of such pledge without any physical delivery thereof or further act, and shall not be subject to other court judgments. Pursuant to the Act, the lien of any such pledge shall be valid and binding as against all parties having claims of any kind against the Authority, irrespective of whether such parties have notice thereof, and shall constitute a perfected security interest for all purposes of Chapter 1309 of the Ohio Revised Code and a perfected lien for purposes of any other interest, all without the necessity for separation or delivery of funds or for the filing or recording of the Trust Indenture, or right, whether as an addition to or in substitution or in exchange for any of the Sharesproceedings relating thereto, or otherwise; andany certificate, statement, or other document with respect thereto. (c) dividend Except as specifically provided herein, this assignment and pledge of Collateral does not include: (i) the rights of the Authority pursuant to provisions for consent or distribution payable other action by the Authority, notice to the Authority, indemnity or the filing of documents with the Authority, or otherwise for its benefit and not for that of the Bondholders, or (ii) any other right or power reserved to the Authority pursuant to the Act or other law; nor does this Section preclude the Authority’s enforcement of its rights under and pursuant to the 2007 Sale Agreement for the benefit of the Bondholders. Unless otherwise specified in property (i.e.the Series Supplement applicable thereto, the proceeds of any Bonds, other than cash)those deposited in the Senior Liquidity Reserve Account, including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; thendo not constitute Collections, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith are not pledged to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, holders of such Bonds and are not subject to the terms hereof, as part lien of the SharesTrust Indenture. 2.5 Unless an Event (d) The Authority will implement, protect and defend this pledge and assignment of Default shall have occurredthe Collateral by all appropriate legal action, the Debtor cost thereof to be an Operating Expense. The pledge and assignment made by this Trust Indenture and the covenants and agreements to be performed by or on behalf of the Authority shall be entitled for the equal and ratable benefit, protection and security of the Holders to vote the Shares. 2.6 Any secure payment of any and all cash dividends and other distributions by ITG to of the Debtor on Outstanding Bonds, all of which, regardless of the Shares time or times of their issue or maturity, shall be delivered to the Secured Party of equal rank without preference, priority or distinction of such Bonds over any other Bonds except as additional security hereunder, expressly provided herein or applied toward the satisfaction of the Obligations, at the Secured Party's sole optionpermitted hereby. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid to the Secured Party pursuant to the terms of the Note and as to which Debtor has notified the Security Agent and the Secured Party, one-third of the Shares shall be released from the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor by the Security Agent.

Security and Pledge. 2.1 As security for the prompt and full satisfaction of all terms, conditions, covenants, recitals, stipulations and agreements contained in the Obligations, Debtor hereby pledges and assigns the Shares to Secured Party and grants Secured Party a security interest therein. Upon an Event of Default, Secured Party is entitled to the use and possession of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor shall deliver, upon the execution of this Agreement, certificate(s) representing 80,238.75 Shares, 8,632.50 Shares endorsed in blank or with appropriate stock powers duly executed in blank, to be held by Xxxxxxxx, Xxxxx & Xxxxxxxx, P.L.C., 0000 Xxxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq., as Security Agent, subject to the terms hereof. 2.3 Simultaneously with the delivery of the Shares pursuant to this Agreement, Debtor shall record the pledge of the Shares to Secured Party on ITG's corporate records and provide Secured Party with evidence of the same. 2.4 Upon any Event of Default, Secured Party shall receive in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits; (b) option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Shares, or otherwise; and (c) dividend or distribution payable in property (i.e., other than cash), including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; then, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, subject to the terms hereof, as part of the Shares. 2.5 Unless an Event of Default shall have occurred, the Debtor shall be entitled to vote the Shares. 2.6 Any and all cash dividends and other distributions by ITG to the Debtor on the Shares shall be delivered to the Secured Party as additional security hereunder, or applied toward the satisfaction of the Obligations, at the Secured Party's sole option. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid to the Secured Party pursuant to the terms of the Note and as to which Debtor has notified the Security Agent and the Secured Party, one-third of the Shares shall be released from the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor by the Security Agent.

Security and Pledge. 2.1 As security for the prompt and full satisfaction of all terms, conditions, covenants, recitals, stipulations and agreements contained in the Obligations, Debtor hereby pledges and assigns the Shares to Secured Party and grants Secured Party a security interest therein. Upon an Event of Default, Secured Party is entitled to the use and possession of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor shall deliver, upon the execution of this Agreement, certificate(s) representing 80,238.75 Shares, 8,632.50 Shares endorsed in blank or with appropriate stock powers duly executed in blank, to be held by Xxxxxxxx, Xxxxx & Xxxxxxxx, P.L.C., 0000 Xxxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq., as Security Agent, subject to the terms hereof. 2.3 Simultaneously with the delivery of the Shares pursuant to this Agreement, Debtor shall record the pledge of the Shares to Secured Party on ITG's corporate records and provide Secured Party with evidence of the same. 2.4 Upon any Event of Default, Secured Party shall receive in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits; (b) option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Shares, or otherwise; and (c) dividend or distribution payable in property (i.e., other than cash), including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; then, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, subject to the terms hereof, as part of the Shares. 2.5 Unless an Event of Default shall have occurred, the Debtor shall be entitled to vote the Shares. 2.6 Any and all cash dividends and other distributions by ITG to the Debtor on the Shares shall be delivered to the Secured Party as additional security hereunder, or applied toward the satisfaction of the Obligations, at the Secured Party's sole option. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid to the Secured Party pursuant to the terms of the Note and as to which Debtor has notified the Security Agent and the Secured Party, one-third of the Shares shall be released from the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor by the Security Agent.

Security and Pledge. 2.1 As security for the prompt and full satisfaction and payment of all terms, conditions, covenants, recitals, stipulations and agreements contained in the Obligations, Debtor the Borrower hereby pledges and assigns the Shares to the Secured Party and grants the Secured Party a security interest therein. Upon an Event of Default, Secured Party is entitled to the use and possession of the Shares to the full extent necessary to protect its lien hereunder. 2.2 Debtor The Borrower shall deliver, upon the execution of this Agreement, certificate(s) representing 80,238.75 the Shares, endorsed in blank or with appropriate stock powers duly executed in blank, to be held by Xxxxxxxx, Xxxxx & Xxxxxxxx, P.L.C., 0000 Xxxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxx, Esq., as Security Agent, the Secured Party subject to the terms hereof. 2.3 Simultaneously with the delivery of the Shares pursuant to this Agreement, Debtor the Secured Party shall direct the issuers thereof (the “Issuers”) to record the pledge and transfer of the Shares to the Secured Party on ITG's the Issuer’s corporate records and provide Secured Party with evidence of the samerecords. 2.4 Upon any Event of Default, Secured Party The Lender shall be entitled to receive and hold in pledge hereunder in connection with any of the Shares, any: (a) stock certificate, including, but without limitation, any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, or sale of assets, combination of shares or stock splits;; and (b) option, warrant, or right, whether as an addition to or in substitution or in exchange for any of the Shares, or otherwise; and (c) dividend or distribution payable in property (i.e., other than cash), including securities issued by any party other than ITG and received by the Debtor prior to an Event of Default; then, and in such event, the Debtor shall accept the same as the Secured Party's agent, in trust for the Secured Party, and shall deliver them forthwith to the Security Agent in the exact form received with, as applicable, its endorsements when necessary, or appropriate stock powers duly executed in blank, to be held by the Security Agent, subject to the terms hereof, as part of the Shares. 2.5 Unless and until an Event of Default shall have occurred, the Debtor Borrower shall be entitled to vote the SharesShares (provided, that upon a XxXxxx Default, the Borrower shall not be entitled to vote the Shares of XxXxxx). The Borrower shall not sell, assign or otherwise encumber the Shares until the Obligations are satisfied and this Agreement is terminated. 2.6 Any and all cash dividends and other distributions The Borrower acknowledges that any exercise by ITG to the Debtor on the Shares shall be delivered to the Secured Party as additional security hereunder, or applied toward the satisfaction of the Obligations, at the Secured Party's sole option. 2.7 At each Installment Date (as defined in the Note) at which principal and interest is timely paid ’s rights upon an Event of Default are subject to compliance by the Secured Party pursuant to with all applicable laws including, without limitation, any laws which may restrict the terms sale or other disposition of the Note Shares. The Lender in its sole discretion in any such sale or other disposition may restrict the prospective purchasers based on a requirement that such purchasers represent that they are purchasing the Shares for their own account, for investment and as to which Debtor has notified not with the Security Agent and the Secured Party, one-third intent of the sale or other disposition thereof, or that they otherwise fall within some lawful exemption of registration of applicable securities laws. The Borrower further acknowledges that because the Shares shall may not be released from freely tradable, the pledge hereunder and shall then be released from any restrictions on transfer contained in the Note and shall be promptly delivered to Debtor value realized therefrom by the Security AgentBorrower may be substantially less than if they were.