Collateral Interest Clause Samples

Collateral Interest. On the Benefit Measurement Date, the Collateral ------------------- Interest shall be paid or repaid to the Corporation in the following manner: (a) Notwithstanding any provision of this Agreement or the Policy that may be construed to the contrary, when the Benefit Measurement Date occurs, (i) the Corporation shall be entitled to that portion of the Policy's death proceeds or Cash Surrender Value if one or more of the insureds is still alive, that equals the sum of the Collateral Interest, and (ii) the Owner or the Designated Beneficiary, as the case may be, shall be entitled to the Owner's Death Benefit, or any remaining Cash Surrender Value if one or more of the insureds is still alive; provided, however, if the Benefit Measurement Date occurs due to the suicide of the Decedent, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the higher of the Policy's Cash Surrender Value or death proceeds that does not exceed the Aggregate Premiums Paid. In either event, promptly following the Decedent's death, the Corporation and the Owner or the Designated Beneficiary shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Owner's Death Benefit (except when the Policy's proceeds are limited because of the Decedent's death by suicide) and the Corporation's Collateral Interest in the Policy at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the Owner or to the Designated Beneficiary, as the case may be, and the Corporation. (b) The Corporation agrees to keep records of its premium payments and to furnish the Owner and the Insurer with a statement of its Collateral Interest whenever either party requires such statement. (c) The Participant and/or Owner hereby acknowledge, understand and agree that, upon the release of the Corporation's Collateral Interest, the Corporation shall have no further interest in the Policy and shall have no obligation to make any additional premium payments. (d) Upon payment to the Corporation of its Collateral Interest in accordance with this Section 6, this Agreement, and the Participant's participation in the Plan, shall terminate and no party shall have any further rights or obligations under the Agreement or the Plan with respect to any other party, except...
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Collateral Interest. (a) Upon the occurrence of the Measurement Date, the Corporation's interest in the Policy (the "Collateral Interest") shall be determined in the following manner: (i) Upon the Employee's Termination of Employment, or upon a termination of this Agreement by either party in accordance with Section 9 below, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. (ii) Upon the Employee's Retirement, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iii) Upon a Change of Control Event with respect to the Employee, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iv) Upon the death of the Employee, the Corporation shall be entitled to that portion of the Policy's death proceeds that exceeds the Employee's Death Benefit. (b) Subject to Section 6(d) below, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a) above, shall be paid to the Corporation in one of the following ways, as elected by...
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Collateral Interest. Notwithstanding anything to the contrary herein, Administrative Agent’s interest in the Collateral is as a security interest and not as an absolute assignment.
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Collateral Interest. Seller will effect a filing of form UCC 1, on behalf of Purchaser, on Qualified Purchase Orders purchased by Purchaser. Seller will secure the payment to the Purchaser of the monies due from a customer on bought Purchase Orders within six months. The security provided Purchaser by Seller for timely payment of a Qualified Purchase Order consists of all assets, patents and receivables currently held or obtained by the Seller until the Purchaser has recouped face value of any purchased Qualified Purchase Orders. The security provided herein is described in the Security Agreement attached hereto as Exhibit D.
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Collateral Interest. Debtor has and will have at all times full right, power and authority to grant a security interest in the Collateral pledged to Lender in the manner provided herein, free and clear of any lien, security interest, adverse claims or other charge or encumbrance except for Permitted Liens. This Agreement creates a valid and binding security interest in favor of Lender in the Collateral securing the Secured Obligations, except as such enforcement may be limited by bankruptcy, insolvency, or similar laws of general application relating to the enforcement of creditors' rights. The taking of possession by Lender of all instruments and cash constituting Collateral from time to time and the filing of the financing statements delivered concurrently herewith by Debtor to Lender will perfect Lender's security interest hereunder in the Collateral securing the Secured Obligations (except for patents). No further or subsequent filing, recording, registration, other public notice or other action is necessary or desirable to perfect or otherwise continue, preserve or protect such security interest, except for continuation statements or filings upon the occurrence of the events stated in Section 3.3(d) below.
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Collateral Interest. As security for the Guaranty or, in the case of the interest granted by the Joint Venture, for the Note), Telepanel (on behalf of itself and each of its subsidiaries) hereby grants to ERS a security interest in all its and its subsidiaries' undertaking and business and all its and their property and assets and rights for the time being, both present and future, of whatsoever nature and kind and wheresoever situate, including, without limiting the generality of the foregoing, all of its and their present and future goodwill, franchises, privileges, benefits, immunities, rents, revenues, incomes, moneys, contracts, book debts, accounts receivable, negotiable and non-negotiable instruments, judgments, securities, choses in action, inventories and all other property and things of value of every kind and nature, tangible and intangible, legal or equitable, of which it or its subsidiaries may be possessed or to which it may be entitled or that may in the future be acquired by it or its subsidiaries; such interest to be subordinated only to any interest therein of The Toronto-Dominion Bank and to be prior to any other security interest granted by Telepanel or any of its subsidiaries; it being expressly understood and agreed that in the event of any deficiency in realization on any collateral so pledged, the Joint Venture and each obligor under the Guaranty shall remain obligated for payment to ERS upon the terms set forth herein and therein. In furtherance of the foregoing, Telepanel (on behalf of itself and each subsidiary) further constitutes and appoints ERS, and its successors and assigns, as the agent and true and lawful attorney or attorneys, with full power of substitution, for it and its subsidiaries and in its and their name and stead or otherwise, but at the sole expense and on behalf of and for the benefit of ERS, its successors and assigns, to collect all amounts payable to Telepanel or any of its subsidiaries under any receivables pledged as aforesaid and to assert or enforce any claim, right or title of any kind in and to such payments, and, generally to do any and all such acts and things in relation thereto as ERS, its successors or assigns, shall deem advisable. The parties agree that the appointment hereby made and the powers hereby granted are coupled with an interest and shall be irrevocable.
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Collateral Interest. ▇▇▇▇▇▇ agrees to execute and file with the Insurer a release of its Collateral Interest in the Policy promptly following receipt by ▇▇▇▇▇▇ of the Cash Surrender Value of the Policy.
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Related to Collateral Interest

  • Collateral Security (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto). (b) In the event any Borrower disposes of any assets or Equity Interests as permitted under, and in compliance with, Section 7.04(b) (including any amendment thereof or consent thereunder), or in the event that the Parent designates any Borrower as an Excluded Subsidiary or a Non-Borrower Subsidiary hereunder and no Default would result from such designation, and so long as such Borrower (or the Parent, in the case of designating a Borrower as an Excluded Subsidiary hereunder) shall have provided the Administrative Agent with such certifications or documents, if any, as the Administrative Agent shall reasonably request, the Administrative Agent will, at the Borrowers’ sole cost and expense, and without recourse to or warranty by the Administrative Agent, execute and deliver all such forms, releases, discharges, assignments, termination statements, and similar documents as the Borrowers may reasonably request in order to release such Person from its Obligations under the Loan Documents and to release the Liens granted to the Administrative Agent with respect to such assets, Equity Interests or Borrower, as applicable.

  • Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents and the Pledged Securities as exclusive bailee, agent and securities intermediary, within the meaning of Article 8 of the Uniform Commercial Code, for the benefit of Agent on behalf of Lender pursuant to terms of the Custodial Agreement and shall deliver Trust Receipts (as defined in the Custodial Agreement) to Agent each to the effect, inter alia, that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed. (b) All of Borrower's right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the "COLLATERAL": (i) all Mortgage Loans; (ii) all Mortgage Loan Documents, including, without limitation, all promissory notes and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs (subject to any restrictions on transfer under any related licensing agreement), computer storage media, accounting records and other books and records relating thereto, including electronic records; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing; (vi) all Cash Collateral; (vii) all Pledged Securities;

  • Payment of normal interest Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrower on the last day of that Interest Period.

  • Payment of Additional Interest Unless otherwise provided pursuant to Section 2.03, the provisions of this Section 4.06 shall be applicable to Bearer Securities of any series. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest to the Holder of any Bearer Security or Coupon that is a United States Alien such amounts as may be necessary so that every net payment on such Bearer Security or Coupon, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in such Bearer Security or Coupon to be then due and payable. However, the Company will not be required to make any such payment of additional interest for or on account of: (a) any tax, fee, assessment or other governmental charge that would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor or beneficiary of, or a Person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States, including such Holder (or such fiduciary, settlor, beneficiary, Person holding a power, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in trade or business or present therein or having or having had a permanent establishment therein or (ii) such Holder's past or present status for United States Federal income tax purposes as a personal holding company, foreign personal holding company or private foundation or other tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States Federal income tax; (b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge; (c) any tax, fee, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of a Bearer Security or Coupon for payment more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurs later; (d) any tax, fee, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Bearer Security or Coupon; (e) any tax, fee, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Bearer Security or Coupon if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; or (f) any tax, fee, assessment or other governmental charge imposed on a Holder that actually or constructively owns ten percent or more of the combined voting power of all classes of stock of the Company or that is a controlled foreign corporation related to the Company through stock ownership; nor shall additional interest be paid with respect to a payment on a Bearer Security or Coupon to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to the additional interest had such beneficiary, settlor, member or beneficial owner been the Holder of such Bearer Security or Coupon. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of, or premium, if any, or interest on, any Debt Security or payment with respect to any Coupon of any series, such mention shall be deemed to include mention of the payment of additional interest provided for in the terms of such Debt Securities and this Section 4.06 to the extent that, in such context, additional interest is, was or would be payable in respect thereof pursuant to the provisions of this Section 4.06 and express mention of the payment of additional interest (if applicable) in any provisions hereof shall not be construed as excluding additional interest in those provisions hereof where such express mention is not made. If the payment of additional interest becomes required in respect of the Debt Securities or Coupons of a series, at least ten days prior to the first interest payment date with respect to which such additional interest will be payable (or if the Debt Securities of that series will not bear interest prior to its Stated Maturity, the first day on which a payment of principal, and premium, if any, is made and on which such additional interest will be payable), and at least ten days prior to each date of payment of principal, and premium, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and each paying agent with an Officers' Certificate that shall specify by country the amount, if any, required to be withheld on such payments to Holders of Debt Securities or Coupons that are United States Aliens, and the Company will pay to the Trustee or such paying agent the additional interest, if any, required by the terms of such Debt Securities and this Section 4.06. The Company covenants to indemnify the Trustee and any paying agent for, and to hold them harmless against, any and all loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section 4.06.

  • Special Interest If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective promptly (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby, as liquidated damages for such Registration Default, special interest (“Special Interest”), in addition to the Base Interest, which Special Interest shall accrue at a per annum rate of 0.25% for the first 90-day period immediately following the occurrence of such Registration Default, at a per annum rate of 0.50% for the second 90-day period following the occurrence of such Registration Default, at a per annum rate of 0.75% for the third 90-day period following the occurrence of such Registration Default and at a per annum rate of 1.0% thereafter for any remaining time period until all Registration Defaults have been cured; provided that the Company shall in no event be required to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Special Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. All accrued Special Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the Company to pay Special Interest with respect to such securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration Default.