Collateral and Collateral Documents. (a) The due and punctual payment of the principal of and interest on the Term Loans when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Term Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lender, the Administrative Agent or the Collateral Agent under this Agreement, the Term Loans, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Term Loans and such other Obligations, subject to the terms of the Intercreditor Agreements. The Administrative Agent and the Borrower hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Lender consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the Intercreditor Agreements, and authorizes and directs the Administrative Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Term Loans secured hereby, according to the intent and purposes herein expressed. The Borrower shall, and shall cause the Restricted Subsidiaries of the Borrower to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to...
Collateral and Collateral Documents. 98 TABLE OF CONTENTS (CONTINUED) PAGE Section 11.2. Application of Proceeds of Collateral................................... 99 Section 11.3. Possession, Use and Release of Collateral............................... 99
Collateral and Collateral Documents. (a) In order to secure the due and punctual payment of the Notes, the Company and the Subsidiary Guarantors have entered into the Collateral Documents to create the Note Liens on the Collateral in accordance with the terms thereof. Pursuant to the provisions of the Lien Subordination Agreement, the Collateral Documents and this Indenture, the rights and remedies of the Trustee and the Holders of the Notes in the Collateral shall be subordinate and subject to the rights and remedies of the holders of the Priority Liens in accordance with the terms of Lien Subordination Agreement and the Collateral Documents. In the event of a conflict among the terms of this Indenture, the Collateral Documents, and the Lien Subordination Agreement, the Lien Subordination Agreement shall control.
(b) Each Holder of a Note, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents and the Lien Subordination Agreement.
(c) Neither the Company nor any of the Subsidiary Guarantors shall, or shall cause or permit any of its Domestic Restricted Subsidiaries to, xxxxx x Xxxx on any of its Collateral to the agent for the benefit of the lenders under the Credit Agreement unless a Note Lien is created in favor of the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders of the Notes) with respect to such property or assets.
Collateral and Collateral Documents. (a) The provisions of each of the Collateral Documents, when delivered, are effective to create in favor of Administrative Agent a valid and enforceable security interest or other Lien in all right, title, and interest of each Loan Party party thereto in the collateral described therein. To the extent required hereby or by the Collateral Documents, each such security interest or other Lien has been perfected and constitutes a perfected, first priority security interest or other Lien in the subject Collateral, subject to no Liens other than Permitted Liens.
(b) All representations and warranties of each Loan Party in each Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof).
Collateral and Collateral Documents. (a) In order to secure the due and punctual payment of the Notes, the Company and the Subsidiary Guarantors have entered into the Collateral Documents to create the Note Liens on the Collateral in accordance with the terms thereof. Pursuant to the provisions of the Collateral Documents and this Indenture, the rights and remedies of the Trustee and the Holders of the Notes in the Collateral shall be subordinate and subject to the rights and remedies of the holders of the Priority Liens in accordance with the terms of the Collateral Documents. In the event of a conflict between the terms of this Indenture and the Collateral Documents, the Collateral Documents shall control.
(b) Each Holder of a Note, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents.
(c) Each of the Company and the Subsidiary Guarantors shall not, and shall not cause or permit any of its Domestic Restricted Subsidiaries to, xxxxx x Xxxx on any of its Collateral to the Collateral Agent under the Collateral Documents for the benefit of the Lenders under the Credit Agreement unless a Note Lien is created in favor of the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders of the Notes) with respect to such property or assets.
Collateral and Collateral Documents. The provisions of this Agreement and each of the other Collateral Documents, when delivered, are effective to create in favor of Collateral Agent, for the benefit of the Lending Parties, a valid and enforceable security interest or other Lien in all right, title, and interest of each Loan Party that is a party thereto in the Collateral described therein. Each such security interest or other Lien in favor of an Agent, to the extent the same may be perfected by the filing of a UCC financing statement or the filing of an intellectual property security agreement or by control (within the meaning of the UCC), has, except as otherwise expressly provided in any Collateral Document, been perfected. Except as otherwise expressly provided herein or in any other Collateral Document, each security interest or other Lien in the Collateral described in any Collateral Document constitutes a perfected, first-priority security interest or other Lien in the subject Collateral (subject to Permitted Liens having priority by operation of law and except to the extent otherwise expressly provided in any Loan Document or expressly agreed to in writing by Administrative Agent), subject to no Liens other than Permitted Liens.
Collateral and Collateral Documents. (a) In order to secure the due and punctual payment of principal of and interest on the Senior Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Senior Notes and performance of all other obligations of the Company to the Holders or the Trustee under this Indenture and the Senior Notes, the Company and the Trustee have simultaneously with the execution of this Indenture entered into the Collateral Documents, pursuant to which the Company has granted to the Trustee for the benefit of the Trustee and the Holders a Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Trustee holds liens and security interests in the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Trustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Collateral Documents. The Trustee is authorized and directed to enter into each of the Collateral Documents, including the Intercreditor Agreement and the Security Agreement, and to perform its obligations and exercise its rights thereunder in Indenture accordance therewith. Notwithstanding any other provision of this Indenture, the Liens created under the Collateral Documents in respect of inventory and accounts receivable included in the Collateral shall not be effective until the Company has received relief from the Commission from the provisions of Section 314(d)(1) of the TIA which will permit the disposition of Collateral contemplated by Section 12.04 of this Indenture without delivery of the certificates or opinions required by Section 314(d)(1) of the TIA in respect of the disposition of Collateral referred to in Section 12.04 hereof or such other relief form the SEC as the Company, in good faith, determines is required so that the operation of Section 314(d)(1) of the TIA is not materially burdensome to the Company and its Affiliates. The Company will use all its best efforts to obtain such relief as soon as possible after the date hereof and will keep the Trustee reasonably informed of such efforts. To the extent there is a conflict between the provisions of this Indenture and the provisions of any of the Collateral Documents, the provisions of this Indenture shall govern.
(b) Each Hold...
Collateral and Collateral Documents. As part of the Collateral and Collateral Documents providing security for the payment of the Promissory Note, Loan and all Indebtedness hereunder, and for the timely and faithful perfor xxxxx and observance of the terms, covenants, obligations and conditions of this Agreement and the Collateral Documents, Borrower (and/or others herein required or to the extent required) hereby grants a security interest to Lender in the Collateral and shall execute and deliver to Lender, or cause to be executed and delivered to Lender, the following, all of which shall constitute a portion of the Collateral Documents:
Collateral and Collateral Documents. Section 10.1.
Collateral and Collateral Documents. SECTION 10.02. Recording; Priority; Opinions, Etc. SECTION 10.03. Release of Collateral SECTION 10.04. Disposition of Collateral Without Release SECTION 10.05. Eminent Domain and Other Governmental Takings SECTION 10.06. Trust Indenture Act Requirements SECTION 10.07. Suits To Protect Collateral SECTION 10.08. Purchaser Protected SECTION 10.09. Powers Exercisable by Receiver or Trustee SECTION 10.10. Determinations Relating to Collateral SECTION 10.11. Form and Sufficiency of Release SECTION 10.12. Possession and Use of Collateral
