Special Provisions Relating to Collateral Sample Clauses

Special Provisions Relating to Collateral. (a) The grant of a security interest in the Collateral of each Canadian Loan Party in favor of Agent under the laws of Canada and the Provinces thereof is further evidenced by other Loan Documents and subject to the terms of the other Loan Documents.
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Special Provisions Relating to Collateral. Notwithstanding anything to the contrary contained in this Section 5, the types or items of Collateral described in or covered by Sections 5.1 or 5.2 hereof and the term “Collateral” shall not include any rights or interest in any Excluded Property or Excluded Real Properties.
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Special Provisions Relating to Collateral. So long as no Collateral Disposition Event has occurred, the Pledgor shall have the right to exercise all voting and decision-making, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of the Indenture or any other Transaction Documents. The Brazilian Collateral Agent will, at the Pledgor’s expense, execute and deliver to the Pledgor or cause to be executed and delivered to the Pledgor all such powers of attorney, profits or distributions and other orders and other instruments, without recourse, as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights and powers that it is entitled to exercise pursuant to this Section 2.05(a). So long as no Collateral Disposition Event has occurred, and subject to the requirements of the Indenture, the Pledgor shall be entitled to receive, retain, and utilize for any purpose any profits, dividends or other distributions (including, without limitation, any distributions in the nature of a management, investment banking or other fee) on the Pledged Assets paid in cash out of earned surplus. If any Collateral Disposition Event has occurred, and whether or not the Brazilian Collateral Agent or the Secured Parties seek or pursue any right, remedy, power or privilege available to them under Applicable Law, this Agreement or any other Transaction Document, all profits and other distributions on the Collateral shall be paid directly to the Brazilian Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement. The Brazilian Collateral Agent (acting in accordance with the provisions of the Indenture and the Transaction Documents) shall be entitled under this Agreement, upon the occurrence and during the continuation of any Collateral Disposition Event, to instruct and direct the Pledgor, and upon such instruction or direction the Pledgor shall be obligated, to vote the Collateral representing the Pledged Assets in the manner and within the time frames indicated in such instruction or direction. The Pledgor recognizes that, by reason of certain prohibitions contained in the U.S. Securities Act of 1933, as amended, and applicable state securities laws, the Brazilian Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for inves...
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Special Provisions Relating to Collateral. Notwithstanding anything to the contrary contained in this Section 5, the types or items of Collateral (i) described in Section 5.1 hereof shall not include (A) any Real Property owned or leased by any Borrower or Guarantor, or any fixtures attached thereto; (B) Intellectual Property, and (C) any rights or interest in any lease, contract, license or license agreement covering personal property of any Borrower or Guarantor, so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to Agent is prohibited (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (1) to apply if any such prohibition is unenforceable under the UCC, or other applicable law, (2) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of Borrowers or Guarantors in or to monies due or to become due to a Borrower or Guarantor under any such lease, contract, license or license agreement (including any Receivables) or (3) so as to require any Borrower or Guarantor to obtain any such waivers or consents (all such property not included in the Collateral, the “Excluded Collateral”). .
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Special Provisions Relating to Collateral. (a) The Partnership will cause the Collateral to constitute at all times fifty percent of the total number of shares of each class of capital stock of the Issuer owned by the Partnership, provided that if the Partnership shall dispose of, or acquire, any shares of capital stock not subject hereto such percentage shall be adjusted as appropriate, but without in any way altering the percentage of Pledged Stock in relation to all issued and outstanding shares of capital stock of the Issuer at the time of such disposition or acquisition (for the avoidance of doubt and notwithstanding anything to the contrary in the foregoing, any shares acquired by way of a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange thereof or by way of the exercise of any subscription warrants, rights or options issued to the holders or, or otherwise in respect of, the Pledged Stock, shall constitute Collateral). Until the termination of the pledge and the security interest created hereby pursuant to Section 5.12 hereof the Partnership shall not enter into any voting trust, grant any proxies or enter into any other commitment, understanding or arrangement with respect to the Collateral (including without limitation the ability to vote, transfer, or receive dividends in respect of, the Pledged Stock), except for the pledge and security interest in favor of the Agent for the benefit of the Lenders created or provided for herein. Notwithstanding the foregoing, the Partnership may distribute the Collateral (the "Distributed Collateral") to JFS; provided that prior to, or contemporaneously with, such distribution JFS shall execute and deliver a pledge agreement whereby it agrees to pledge, and grant a first priority security interest in, the Distributed Collateral in favor of the Agent for the benefit of the Lenders and which pledge agreement shall be in form and substance reasonably satisfactory to the Agent and JFS shall prior to, or contemporaneously with, such distribution take such other actions and execute such other agreements, documents and instruments as the Agent may reasonably require to ensure that it receives a first priority perfected pledge or and security interest in the Distributed Collateral and to ensure that the interest of the Agent and the Lenders in the Distributed Collateral is no less favorable to them than their interest in the Collateral. By its signature hereto, JFS agrees to execute and deliver such ...
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Special Provisions Relating to Collateral. Debtor shall not take any action that would result in (i) the revocation of any election to treat any Collateral as certificated securities, and (ii) an election to treat as certificated securities any Collateral that constitutes uncertificated securities. So long as Secured has not exercised remedies with respect to the Collateral under this Agreement or any other Loan Document upon the occurrence and during the continuation of an Event of Default, Debtor shall have the right to exercise all voting and other rights, title and interest with respect to the Collateral and to receive all income, gains, profits, dividends and other distributions from the Collateral whether non-cash dividends, cash, options, warrants, stock splits, reclassifications, rights, instruments or other investment property or other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such rights and interests; provided that no vote shall be cast, right exercised or other action taken which would be adverse to the rights and remedies of Secured Party hereunder and under the other Loan Documents or which would otherwise conflict with any provision of the Loan Documents. In furtherance of the right of Secured Party to exercise voting rights during the continuance of an Event of Default, Debtor shall execute and deliver to the Administrative Agent a proxy or other instrument in a form acceptable to the Administrative Agent with respect to each item of Collateral owned by it. Debtor not shall grant a proxy that would conflict with any proxy granted to Secured Party pursuant to the preceding sentence so long as the security interest granted pursuant to this Agreement remains in effect.
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Special Provisions Relating to Collateral. (a) Debtor has advised Secured Party and Secured Party acknowledges that some of the Collateral is subject to the contractual rights of the authors and creators thereof to receive a portion of the sums derived by Debtor from its exploitation of the Collateral. Debtor agrees to furnish to Secured Party, upon request, copies of all such contracts and agreements.
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Special Provisions Relating to Collateral. (a) The Pledgor will cause the Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of the Issuer owned by the Pledgor. Until the termination of the pledge and the security interest created hereby pursuant to Section 5.12 hereof, the Pledgor shall not enter into any voting trust, grant any proxies or enter into any other commitment, understanding or arrangement with respect to the Collateral (including without limitation the ability to vote, transfer, or receive dividends in respect of, the Pledged Stock), except for the pledge and security interest in favor of the Agent for the benefit of the Lenders created or provided for herein.
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Special Provisions Relating to Collateral 
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Related to Special Provisions Relating to Collateral

  • Special Provisions Relating to Certain Collateral 13 Section 4.05. Remedies. 15 Section 4.06. Deficiency 17 Section 4.07. Locations, Names, Etc 17 Section 4.08. Private Sale 17 Section 4.09. Application of Proceeds 17 Section 4.10. Attorney in Fact and Proxy 17 Section 4.11. Perfection and Recordation 18 Section 4.12. Termination 18 Section 4.13. Further Assurances 18

  • Agency Provisions Relating to Collateral Each Lender authorizes and ratifies Agent's entry into this Agreement and the Security Documents for the benefit of Lenders. Each Lender agrees that any action taken by Agent with respect to the Collateral in accordance with the provisions of this Agreement or the Security Documents, and the exercise by Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Agent is hereby authorized on behalf of all Secured Parties, without the necessity of any notice to or further consent from any Lender to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected Agent's Liens upon the Collateral, for the benefit of the other Secured Parties. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted to or held by Agent upon any Collateral (i) upon termination of the Agreement and payment and satisfaction of all Obligations; or (ii) constituting Property in which no Borrower owned any interest at the time the Lien was granted or at any time thereafter; or (iii) in connection with any foreclosure sale or other disposition of Collateral after the occurrence and during the continuance of an Event of Default; or (iv) if approved, authorized or ratified in writing by Agent at the direction of all Lenders. Upon request by Agent at any time, Xxxxxxx will confirm in writing Agent's authority to release particular types or items of Collateral pursuant hereto. Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent herein or pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of its rights, authorities and powers granted or available to Agent in this Section 11.7 or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, but consistent with the provisions of this Agreement, including given Agent's own interest in the Collateral as a Lender and that Agent shall have no duty or liability whatsoever to any Lender.

  • Special Provisions Relating to Euro Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

  • Additional Provisions Relating to Customer 6.1 Representations of Customer and Bank

  • Determinations Relating to Collateral In the event (i) the Indenture Trustee shall receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer’s or any other obligor’s obligations with respect thereto or (ii) there shall be due to or from the Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Indenture Trustee shall become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Indenture Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Indenture Trustee on the manner in which the Indenture Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Indenture Trustee pursuant to Section 8.07). The Indenture Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of the Outstanding Notes.

  • Provisions Relating to Securitization (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

  • Provisions Relating to Accounts (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of the Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any holder of the Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of the Secured Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

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