Common use of Security for Performance Clause in Contracts

Security for Performance. Each Affiliated Partner Group (the "Pledgor Group") shall and hereby does pledge and grant to the other Affiliated Partner Group (the "Pledgee Group") a first priority lien on and security interest in the Pledgor Group's Interests in the Partnership as security for the satisfaction of all the Pledgor Group's liabilities and the payment and performance of all the Pledgor Group's obligations and duties under this Agreement. At any time and from time to time, the Pledgor Group also will promptly execute and deliver all such further agreements, instruments and documents and take all such further action that may be necessary or desirable or that the Pledgee Group may reasonably request in order (i) to perfect and protect the lien and security interest created hereby, including the execution and filing of appropriate financing statements and 1. The Pledgor Group hereby authorizes the Pledgee Group to file, without the signature of such Pledgor Group granting the security interest provided for herein, where permitted by applicable law, at any time the Pledgee Group acting as a secured party deems necessary or appropriate to protect its lien and security interest under this Agreement, one or more financing or continuation statements, and amendments thereto, relating to such lien and security interest. If the Pledgor Group fails to perform any agreement or obligation contained in this Section 11.1., the Pledgee Group may perform, or cause performance of, such agreement or obligation, and the expenses of the Pledgee Group so performing incurred in connection therewith shall be payable to the Pledgee Group, on demand, by the Pledgor Group that has failed to so perform. The Pledgee Group shall not, without the prior written consent of the Pledgor Group, sell, assign, transfer, mortgage, pledge or otherwise encumber any of its rights in the Pledgor Group's Interests as pledged to the Pledgee Group under this Section 11.1. except with regard to a failure by the Pledgor Group to satisfy the Pledgor Group's liabilities, and the payment and performance of all its obligations and duties under this Agreement.

Security for Performance. Each Affiliated Partner To secure the performance of the obligations of each Participant under this Agreement and the due and punctual payment by each Participant of its Cost Share and any other monies (other than, in the case of the MPV Group, the MPV Expenses and any interest accrued thereon or included therein) payable by it under this Agreement when the same shall become due and payable and the delivery of diamonds to De Beers in accordance with Article 10 if a MPV Default occurs, De Beers hereby grants to MPV and the MPV Group hereby grants to De Beers a Security Interest in and does hereby grant, mortgage and charge to and in favour of, in the case of De Beers, MPV and in the case of the MPV Group, De Beers (pari passu irrespective of any registration or perfection which might otherwise grant priority to one Participant over another) all of the "Pledgor Group"following: (a) shall and hereby does pledge and grant the share of minerals of such Participant; and (b) the Participating Interest of such Participant. (c) Except with respect to encumbrances with respect to the other Affiliated Partner Group obligations of the Participants under Article 7 and Section 10.2, in which case the encumbrances thereunder shall hinder and prevent a Participant from taking any of the actions permitted in items (i), (ii) and (iii) below, the "Pledgee Group") encumbrance hereby created shall in no way hinder or prevent a first priority lien on and security interest in the Pledgor Group's Interests in the Partnership as security for the satisfaction of all the Pledgor Group's liabilities and the payment and performance of all the Pledgor Group's obligations and duties under this Agreement. At Participant at any time and or from time to time, the Pledgor Group also will promptly execute and deliver all until such further agreementsencumbrance has become enforceable in accordance with this Agreement, instruments and documents and take all such further action that may be necessary or desirable or that the Pledgee Group may reasonably request in order from: (i) subject to perfect and protect the lien and security interest created hereby, including the execution and filing provisions of appropriate financing statements and 1. The Pledgor Group hereby authorizes the Pledgee Group to file, without the signature of such Pledgor Group granting the security interest provided for herein, where permitted by applicable law, at any time the Pledgee Group acting as a secured party deems necessary or appropriate to protect its lien and security interest under this Agreement, one selling, assigning, transferring, conveying or more financing otherwise disposing of all or continuation statementsany part of its share of diamonds, free from such encumbrance, in the ordinary course of its business and for the purpose of carrying on the same; (ii) selling, assigning, conveying, transferring or otherwise disposing of all or an undivided part of its Participating Interest but only in accordance with the provisions of this Agreement; or (iii) granting an encumbrance referred to in Section 3.4 hereof, and amendments thereto, relating to any such lien and security interest. If the Pledgor Group fails to perform any agreement or obligation contained encumbrance may rank in this Section 11.1., the Pledgee Group may perform, or cause performance of, such agreement or obligation, and the expenses of the Pledgee Group so performing incurred in connection therewith shall be payable priority to the Pledgee Groupencumbrance hereby created, on demand, by the Pledgor Group provided that has failed to so perform. The Pledgee Group shall not, without the prior written consent any such action is not in breach of the Pledgor Group, sell, assign, transfer, mortgage, pledge or otherwise encumber any express provision of its rights in the Pledgor Group's Interests as pledged to the Pledgee Group under this Section 11.1. except with regard to a failure by the Pledgor Group to satisfy the Pledgor Group's liabilities, and the payment and performance of all its obligations and duties under this Agreement.

Security for Performance. Each Affiliated Partner Group (the "Pledgor Group") shall and hereby does pledge and grant to the other Affiliated Partner Group (the "Pledgee Group") a first priority lien on and security interest in the Pledgor Group's Interests in the Partnership as security for the satisfaction of all the Pledgor Group's liabilities and the payment and performance of all the Pledgor Group's obligations and duties under this Agreement. At any time and from time to time, the Pledgor Group also will promptly execute and deliver all such further agreements, instruments and documents and take all such further action that may be necessary or desirable or that the Pledgee Group may reasonably request in order (i) to perfect and protect the lien and security interest created hereby, including the execution and filing of appropriate financing statements andand directing the Partnership to register, on the Partnership's books and records, the pledge of the Pledgor Group's Interest to the Pledgee Group; (ii) to enable the Pledgee Group to exercise and enforce its rights and remedies under this Agreement in respect to the Pledgor Group's Interest; or (iii) otherwise to effect the purposes of this Section 11. 1. The Pledgor Group hereby authorizes the Pledgee Group to file, without the signature of such Pledgor Group granting the security interest provided for herein, where permitted by applicable law, at any time the Pledgee Group acting as a secured party deems necessary or appropriate to protect its lien and security interest under this Agreement, one or more financing or continuation statements, and amendments thereto, relating to such lien and security interest. If the Pledgor Group fails to perform any agreement or obligation contained in this Section 11.1., the Pledgee Group may perform, or cause performance of, such agreement or obligation, and the expenses of the Pledgee Group so performing incurred in connection therewith shall be payable to the Pledgee Group, on demand, by the Pledgor Group that has failed to so perform. The Pledgee Group shall not, without the prior written consent of the Pledgor Group, sell, assign, transfer, mortgage, pledge or otherwise encumber any of its rights in the Pledgor Group's Interests as pledged to the Pledgee Group under this Section 11.1. except with regard to a failure by the Pledgor Group to satisfy the Pledgor Group's liabilities, and the payment and performance of all its obligations and duties under this Agreement.