Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 16 contracts
Samples: Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.)
Collateral and Security Documents. The due (a) On and punctual payment of after the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. .
(b) The Trustee, the Collateral Agent and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust Liens created under the Security Documents as agent for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. .
(c) Each Holder, by accepting a NoteNotes, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreements and the other Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee and/or the Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Holdings and the Issuer shall take any and deliver to the Trustee (if it is not itself then the Collateral Agent), promptly upon request, copies of all actions reasonably required to cause documents constituting the Security Documents or delivered to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in and a lien on the Collateral collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Without limiting the foregoing, Holdings and therein expressedthe Issuer shall take, and shall cause Restricted Guarantors (or other Restricted Subsidiaries as contemplated by Section 4.12(b)) to take, any and all actions required to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected security interest in and Lien on all of their respective title, rights and interest in, to and under assets that are of the type and kind constituting Collateral (including any After-Pledged Property or Springing Lien Collateral required to become Collateral pursuant to Section 4.18) (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.
Appears in 4 contracts
Samples: Indenture (iHeartCommunications, Inc.), Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Communications Inc)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a (i) first-priority Liens and security interest interests on the Notes Collateral, subject to Permitted Liens and (ii) second-priority Liens and security interests in the Collateral ABL Collateral, subject to the first-priority Liens and security interests securing Obligations, Swap Obligations and Banking Services Obligations, incurred under the ABL Facilities or in respect of Swap Obligations and Banking Services Obligations with lenders (or their Affiliates) under the ABL Facilities up to the Maximum ABL Debt Amount and Permitted Liens, in each case as provided in the Security DocumentsDocuments which the Issuer and the Guarantors, which define as the terms of case may be, have entered into as reasonably requested by the Liens that secure Noteholder Collateral Agent hereafter delivered as required or permitted by this Indenture, the Secured ObligationsCollateral Documents and the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties, in each case subject to and in accordance with the terms of the Security Documents.
Appears in 3 contracts
Samples: Indenture (Us Concrete Inc), Indenture (Bode Concrete LLC), Indenture (Bode Concrete LLC)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties.
(b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Issuer that are owned by the Issuer or any Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the Commission (or any other governmental agency);
Appears in 3 contracts
Samples: Indenture (Nortek Inc), Indenture (Mammoth-Webco, Inc.), Indenture (Aigis Mechtronics, Inc.)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Final Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations. The Issuer Obligors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 2 contracts
Samples: Indenture (Imperial Holdings, Inc.), Indenture (Imperial Holdings, Inc.)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium of and interest on the Notes Debentures by the Company when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), on the Notes Debentures and performance of all other obligations of the Company to the Holders of the Debentures, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Debentures and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in Company will enter into the Security Documents, which define to create the terms of security interests with respect to the Liens that secure the Secured ObligationsCollateral. The Issuer Trustee, the Collateral Agent and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders and the Trustee, among others, pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a NoteDebenture, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee Collateral Agent, to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith.
(c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee and the Collateral Agent on behalf of this Indenturesuch Holders, will have rights in and to perform its the Collateral that are subject to the rights that have been or may be created in favor of the holders of other Indebtedness and obligations of the Company
(d) As among the Holders, the Collateral shall be held for the equal and exercise its rights thereunder in accordance herewith ratable benefit of the Holders without preference, priority or distinction of any thereof over any other.
(e) The Company will do or cause to be done all such acts and therewith. The Issuer shall take any and all actions reasonably things as may be necessary or proper, or as may be required to cause by the provisions of the Security Documents to create which it is a party, to assure and maintain at all timesconfirm to the Collateral Agent, as security for the Secured Obligations of Liens on the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under Collateral contemplated by the Security Documents to which it is a party, as from time to time constituted, so as to render the same available for the security and (B) take benefit of this Indenture and of the Debentures, according to the intent and purposes herein and therein expressed. The Company will take, as required by applicable law, any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in of the Company under this Indenture, the Notes Debentures and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or and therein) security interests Liens in and on all the Collateral, Collateral in favor of the Indenture Trustee, superior to Collateral Agent for the benefit of the Trustee and prior to for the rights equal and ratable benefit of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinthe Holders of the Debentures. The Issuer shall do or Company shall, as promptly as practicable, cause to be doneexecuted and delivered, at its sole cost filed and expense, recorded all such actions instruments and do all acts and other things as may be necessary, or as may be required by law to perfect, maintain and protect the provisions of Liens under the applicable Security Documents, Documents to confirm which it is party (except as otherwise expressly provided herein and therein) to the Indenture Trustee the security interests in the Collateral extent contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 2 contracts
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium of and interest on the Notes by the Company when and as the same shall be due and payable, payable (whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer or an Offer, with respect to an Asset Sale or otherwise, ) and interest on the overdue principal of, premium and interest on (to the extent permitted by law) on, the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of the Notes, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in each of the Collateral as provided in Company and the Guarantors will enter into the Security Documents, which define to create the terms of security interests with respect to the Collateral (except to the extent that granting such Liens that secure is precluded by the provisions or the documents evidencing Senior Secured ObligationsDebt). The Issuer Trustee, the Collateral Agent, the Guarantors and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust Trust for the benefit of the Holders, Holders of the Note and the Trustee pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee to enter into the Security Documents andTrustee, subject to the provisions of this Indenturein its capacity as Collateral Agent, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control.
(c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to the Collateral that are subject to the rights that have been or may be created in favor of the Indenture Trustee holders of other indebtedness and obligations of the Company.
(d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other.
(e) With respect to the Trustee acting as Collateral Agent, the Trustee (i) shall not be deemed to have breached its fiduciary duty as Trustee to the Holders as a result of the performance of its duties as Collateral Agent to the extent it acts in compliance with the Security Documents and the Intercreditor Agreement and (ii) shall not be liable to the Holders for any such action or inaction. The rights and interests created under this Indenture shall be subject to the terms of the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid Intercreditor Agreement.
(f) The Company and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall Guarantor will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be required by the provisions of the Security DocumentsDocuments to which it is a party, to assure and confirm to the Indenture Trustee Trustee, in its capacity as Collateral Agent, the security interests in Liens on the Collateral contemplated hereby and by the Security DocumentsDocuments to which it is a party, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and each Subsidiary Guarantee secured herebythereby, as applicable, according to the intent and purpose purposes herein and therein expressed. The Company will take all actions required pursuant to the Security Documents to be valid, enforceable and perfected (except as expressly provided therein) Liens in and on all the Collateral in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. Each Guarantor will take any and all actions required pursuant to the Security Documents to cause the Liens created pursuant to the Security Documents to which it is a party to create and maintain for its obligations under each Guarantee and the Security Document related thereto, valid and enforceable, perfected (except as expressly provided therein), Liens in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Bally Franchise RSC Inc), Indenture (Bally Franchise RSC Inc)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.
Appears in 2 contracts
Samples: Indenture (Blue Water Acquisition Corp.), Indenture (Aquestive Therapeutics, Inc.)
Collateral and Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers, the Subsidiary Guarantors and Absaloka to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement (if any) and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant may be subject to the terms of the Security DocumentsIntercreditor Agreement (if any). Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and, if applicable, the Intercreditor Agreement (subject to Section 9.01(b), Section 9.02(a) and Section 10.09) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Security Documents and, (including mortgages and deeds of trusts for the Real Property identified in the Security Documents) and the Intercreditor Agreement (subject to the provisions of this Indenture, Section 10.09) and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act incorporated herein, a valid the Trust Indenture Act shall control. The Issuers shall, and enforceable perfected Lien on shall cause the Subsidiary Guarantors and Absaloka to, deliver to the Note Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiary Guarantors and Absaloka to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under the Notes, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement (if any)), in favor of the Note Collateral Agent for the benefit of the Holders, in each case subject to and in accordance with the terms of the Security Documents.
Appears in 2 contracts
Samples: Indenture (Westmoreland Energy LLC), Indenture (WESTMORELAND COAL Co)
Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Ambac Note Proceeds Collateral Account if the Ambac Note Proceeds Collateral Account is located in a Foreign Jurisdiction.
Appears in 2 contracts
Samples: Indenture (Ambac Financial Group Inc), Rehabilitation Exit Support Agreement (Ambac Financial Group Inc)
Collateral and Security Documents. (a) The Company, the Guarantors and the Collateral Agent shall enter into one or more Security Documents. The due and punctual payment of the principal of, premium of and interest and premium on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest and premium on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee secured parties under this Indenture, the Notes Notes, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens security interests that secure the Secured Obligations. Obligations under this Indenture, the Notes, the Guarantees and the Security Documents, subject to the terms of the Intercreditor Agreement.
(b) The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Notes Secured Parties pursuant to the terms of the Security Documents. Documents and the Intercreditor Agreement.
(c) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the TIA, the duties imposed under the TIA shall control.
(d) The Company shall, and shall cause each Guarantor to, and each Guarantor shall, deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall, and shall cause each Guarantor to, and each Guarantor shall, do all filings (including filing of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as may be necessary or reasonably required by Section 4.19(c) to maintain, assure and confirm (at the sole cost and expense of the Company and the Guarantors) to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed.
Appears in 2 contracts
Samples: Indenture (Delta Tucker Holdings, Inc.), Indenture (Worldwide Recruiting & Staffing Services LLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents required to be filed pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the other Grantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors to the Secured Parties under the Notes Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.
Appears in 2 contracts
Collateral and Security Documents. The due (a) To secure the full and punctual payment when due and the full and punctual performance of the principal ofObligations of the Issuer and the Guarantors in respect of the Notes and the Note Guarantees, premium the Company, the Issuers, the Guarantors, the Trustee and interest the Collateral Agent shall, on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at enter into certain Security Documents and may enter into additional Security Documents. In the Maturity event that security interests in any of the Collateral are not created as of the Issue Date, the Issuers, the Company and the Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on Applicable Representative in its sole discretion). All security interests in the Collateral for the Notes and the Note Guarantees will be granted and implemented subject to the Holders or Reference Agreement Security Principles.
(b) By accepting a Note, each Holder thereof will be deemed to have: (1) irrevocably appointed the Indenture Trustee Collateral Agent to act as its agent and trustee under the Security Documents and the other relevant documents to which it is a party; and (2) irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under this Indenture, the Notes First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents or other Security Documentsdocuments to which it is a party, together with any other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf.
(c) The Trustee shall become party to the First Lien Intercreditor Agreement by executing and delivering a joinder to the First Lien Intercreditor Agreement and shall acknowledge the designation of the Obligations as “Additional Obligations” under the First Lien Intercreditor Agreement on or prior to the Issue Date, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents each Holder thereof shall be deemed to have irrevocably authorized the Trustee to execute and agrees (subject deliver such joinder, appointing the Collateral Agent as agent, and perform the duties and exercise the rights, powers and discretions that are specifically given to Section 4.11) it under the First Lien Intercreditor Agreement, binding the Holders to the terms of thereof. Whether or not expressly provided therein, in acting under the First Lien Intercreditor Agreement or any other Security Documents (including Document, the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may Trustee shall be in effect or may be amended from time entitled to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateralrights, in favor of privileges, immunities and indemnities granted to the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 2 contracts
Samples: Indenture (Pactiv Evergreen Inc.), Indenture (Pactiv Evergreen Inc.)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuers and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this IndentureIndenture and the Securities, the Notes Issuers, the Company, the Trustee and the other Collateral Agent have entered into the Security DocumentsDocuments to create the security interests and related matters. The Trustee, the Issuers and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Company hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee and the other parties secured under the Security Documents pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control.
(c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee on behalf of such Holders, have rights in and to the Collateral which are equal and ratable with the rights that may be created in favor of the Indenture Trustee creditors under the Bank Credit Facility and prior to the rights that may be created in favor of the holders of the Debentures.
(d) As set forth in and governed by the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders under Secured Creditors (as defined in the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under with the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants preference, priority or distinction set forth in the Security Documents and in this Article 9) required to cause Documents. As among the Security Documents to create and maintainHolders, as security the Collateral shall be held for the Secured Obligations contained in this Indenture, the Notes equal and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor ratable benefit of the Indenture TrusteeHolders without preference, superior to and prior to the rights priority or distinction of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
Appears in 2 contracts
Samples: Indenture (NSM Steel Co LTD), Indenture (NSM Steel Co LTD)
Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Note Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Holdings shall, and the Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Note Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Note Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of subclause (i) of the first parenthetical in clause (xii) of Section 601. The Company and therein expressedthe Note Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if Holdings, the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Note Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, Holdings, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets. Without limiting the foregoing, the Collateral shall not include any Capital Stock and other securities of a Subsidiary to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement.
Appears in 2 contracts
Samples: Indenture (Unistrut International Holdings, LLC), Indenture (Unistrut International Holdings, LLC)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium premium, if any and interest on the Notes by the Company when and as the same shall be due and payable, payable (whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer or an Offer with respect to an Asset Sale or otherwise, ) and interest on the overdue principal of, premium and interest on (to the extent permitted by law) on, the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of the Notes, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a each of the Company, the Guarantors and the Trustee will enter into the Security Documents to create the security interest in interests with respect to the Collateral. The Trustee, the Collateral as provided in Agent, the Security Documents, which define Guarantors and the terms of the Liens that secure the Secured Obligations. The Issuer Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders of the Notes, the Collateral Agent and the Trustee pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including including, without limitation, to the extent permitted by the TIA, to the extent the TIA is applicable to the Notes, and applicable law, the provisions therein providing for foreclosure and release of Collateral and the possession, use, release waivers of certain rights and foreclosure of Collateralremedies) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee to enter into the Security Documents andTrustee, subject to the provisions of this Indenturein its capacity as Collateral Agent, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control, to the extent the Indenture has been qualified under the TIA.
(c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to the Collateral that are subject to the rights that have been or may be created in favor of the Indenture Trustee holders of other Indebtedness and obligations of the Company under the Intercreditor Agreement.
(d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders under without preference, priority or distinction of any thereof over any other.
(e) With respect to the Security Documents. The Issuer hereby covenant Trustee acting as Collateral Agent, the Trustee (Ai) shall not be deemed to perform and observe have breached any duty as Trustee to the Holders as a result of the performance of its obligations under duties as Collateral Agent to the extent it acts in compliance with the Security Documents and (Bii) take shall not be liable to the Holders for any and all commercially reasonable actions (including without limitation the covenants set forth such action or inaction in the Security Documents absence of its own gross negligence or willful misconduct. The rights and in interests created under this Article 9) required Indenture shall be subject to cause the terms of the Security Documents to create Documents.
(f) The Company and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall Guarantor will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be required by the provisions of the Security DocumentsDocuments to which it is a party, to assure and confirm to the Indenture Trustee Trustee, in its capacity as Collateral Agent, the security interests in Liens on the Collateral contemplated hereby and by the Security DocumentsDocuments to which it is a party, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and each Guarantee secured herebythereby, as applicable, according to the intent and purpose purposes herein and therein expressed. The Company will take all actions required pursuant to the Security Documents (subject to the Intercreditor Agreement) to create valid, enforceable and perfected (to the extent required therein) Liens in and on all the Collateral in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. Each Guarantor will, and the Company will cause each Guarantor to, take any and all actions required pursuant to the Security Documents (subject to the Intercreditor Agreement) to cause the Liens created pursuant to the Security Documents to which it is a party to create and maintain for its obligations under each Guarantee and the Security Document related thereto, valid and enforceable, perfected (to the extent required therein), Liens in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. Neither the Company nor any of the Guarantors will be permitted to take any action or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the Liens with respect to the Collateral for the benefit of the Trustee and the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Apparel Holding Corp.), Indenture (Apparel Holding Corp.)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements (if any). The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.
Appears in 2 contracts
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Company’s and Subsidiary Guarantors’ Obligations, subject to the terms of the Security Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust as agent for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, supplemented or modified from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act, a valid and enforceable perfected Lien on the Trust Indenture Act shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Security Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.
Appears in 2 contracts
Samples: Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities and any related fees contemplated by this Indenture when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and any related fees contemplated by this Indenture and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.
Appears in 2 contracts
Samples: Purchase Agreement (Vivus Inc), Indenture (Vivus Inc)
Collateral and Security Documents. (i) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from the other Notes Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date, and (ii) the payment obligations of the Guarantors under the Guarantees and this Indenture will benefit from the Guarantee Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date).
(b) The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuer will, and will cause each of its Subsidiaries to, do or cause to be done all other amounts in respect such acts and things as may be necessary or proper, or as may be required by the provisions of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define to assure and confirm to the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so.
(c) The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations.
(d) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(e) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 13.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Security Documents. Intercreditor Agreement.
(f) Each Holder, by accepting a Note, consents shall be deemed (i) to have consented and agrees (subject to Section 4.11) agreed to the terms of the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14 (including including, without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (ii) to have authorized the Issuer, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for applicable, to enter into the Secured Obligations of Security Documents, any Additional Intercreditor Agreements and the Issuer hereunderIntercreditor Agreement and to be bound thereby and (iii) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, a valid any Additional Intercreditor Agreements and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such Xxxxxx’s behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Security Documents Agent is hereby authorized to exercise such rights, powers and in this Article 9) required discretions as are specifically delegated to cause it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times, subject to Section 13.04, be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given; provided that, the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14.
(g) Subject to Section 4.09, the Issuer is permitted to pledge the Collateral in connection with future issuances of its indebtedness or indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch indebtedness.
Appears in 2 contracts
Samples: Indenture (International Game Technology PLC), Indenture (International Game Technology PLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Subsidiary Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause each of the Subsidiary Guarantors to, use commercially reasonable efforts to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. For the avoidance of doubt, if any Subsidiary Guarantor shall not so maintain the security interest and liens created by the Note Security Documents as a perfected security interest as described therein (in the case of the Collateral Agreement, as described in subsection 4.2.2, 4.3.4 or 4.3.5 thereof, as applicable) notwithstanding its use of commercially reasonable efforts, such failure shall not (by reason of the use of commercially reasonable efforts) be deemed to be in accordance with the terms of this Indenture or any of the Note Security Documents for purpose herein of subclause (i) of the first parenthetical in clause (xiii) of Section 601. The Company and therein expressedthe Subsidiary Guarantors shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, if the Company and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings, recordings and other similar actions required in connection with the perfection of such liens and security interests, the Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete such actions as soon as reasonably practicable (but no later than 180 days) after such date. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Note Collateral Agent (or another Person as required under the Intercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters. The Collateral shall not at any time include any Excluded Assets or Excluded Subsidiary Securities.
Appears in 2 contracts
Samples: Indenture (Hd Supply, Inc.), Indenture (Hd Supply, Inc.)
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the 2020 Notes and the other Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Company under the Indenture and the 2020 Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Relevant Guarantors under their respective Guarantees and the Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Relevant Guarantors under the Indenture or any Guarantee of the Relevant Guarantors of the 2020 Notes pursuant to any Security Documents. The Company will deliver to the terms hereunder or thereunder, shall be secured by a security interest in Trustee copies of all documents delivered to the Collateral as provided in Security Agent pursuant to the Security Documents, which define and the terms Company will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Liens that secure Security Documents, to assure and confirm to the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of the Indenture and of the 2020 Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the 2020 Notes and the Guarantees of the Relevant Guarantors, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement and any Additional Intercreditor Agreement for the benefit of all Holders of 2020 Notes.
(b) The Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the 2020 Notes and the Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(c) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by the Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 10.2, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement.
(d) Each Holder shall be deemed (1) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Notethe Intercreditor Agreement and any Additional Intercreditor Agreement (including, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (2) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for the Secured Obligations of the Issuer hereunderapplicable, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of enter into the Security Documents, any Additional Intercreditor Agreements and the Intercreditor Agreement and to confirm be bound thereby and (3) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the Indenture Trustee the security interests provisions in the Collateral contemplated hereby and by the Security DocumentsIntercreditor Agreement, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.any
Appears in 2 contracts
Samples: First Supplemental Indenture (International Game Technology), Second Supplemental Indenture (International Game Technology)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium and interest on obligations of the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this IndentureIndenture and the Securities, the Notes Grantor, the Trustee and the other Collateral Agent have entered into the Security Documents, Documents to create the security interests and all other amounts in respect of related matters. The Trustee and the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Company hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the equal and ratable benefit of the Holders, Holders and the Trustee and the other parties secured under the Security Documents pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a NoteSecurity, consents authorizes the Collateral Agent to execute and deliver the Security Documents, agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create in accordance therewith; provided, however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA will control.
(c) As set forth in and maintain at all timesgoverned by the Security Documents, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Secured Parties (as defined in the Security Agreement) without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Secured Obligations of (as defined in the Issuer hereunderSecurity Agreement). As among the Holders, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee Collateral shall be held for the equal and ratable benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take without preference, priority or distinction of any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedthereof over any other.
Appears in 2 contracts
Samples: Guaranteed Senior Secured Notes Indenture (Winstar Communications Inc), Guaranteed Senior Secured Notes Indenture (Winstar Communications Inc)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a (i) first-priority Liens and security interest interests on the Notes Collateral, subject to Permitted Liens and (ii) second-priority Liens and security interests in the Collateral ABL Collateral, subject to the first-priority Liens and security interests securing Obligations, Swap Obligations and Banking Services Obligations, incurred under the ABL Facilities or in respect of Swap Obligations and Banking Services Obligations with lenders (or their Affiliates) under the ABL Facilities up to the Maximum ABL Debt Amount and Permitted Liens, in each case as provided in the Security DocumentsDocuments which the Issuer and the Guarantors, which define as the terms of case may be, have entered into as reasonably requested by the Liens that secure Noteholder Collateral Agent hereafter delivered as required or permitted by this Indenture, the Secured ObligationsCollateral Documents and the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA (if this Indenture is qualified under the TIA), the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), perfected Lien and security interest (subject to Permitted Liens) in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties, in each case subject to and in accordance with the terms of the Security Documents.
Appears in 2 contracts
Samples: Indenture (Us Concrete Inc), Subscription Agreement (Us Concrete Inc)
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from (i) the other Issue Date Notes Collateral set forth in Schedule 1, (ii) the Post Completion Notes Collateral set forth in Schedule 1 and required to be granted under Section 4.24 (within 180 days from the Completion Date with respect to the Nevada Share Pledge and thirty (30) days from the Completion Date with respect to the Italian Share Pledge) and (iii) property and assets that thereafter secure the obligations of the Issuer under this Indenture and the Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Guarantors under the Guarantees and this Indenture will benefit from (i) the Issue Date Guarantee Collateral set forth in Schedule 1 and (ii) the Post Completion Date Guarantee Collateral set forth in Schedule 1 and required to be granted under Section 4.24 (within 180 days from the Completion Date with respect to the terms hereunder Nevada Share Pledge) and (iii) property and assets that thereafter secure the obligations of the Guarantors under this Indenture or thereunder, shall be secured by a security interest in any Guarantee of the Collateral as provided in Notes pursuant to any Security Documents (including pursuant to Section 4.16). The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, which define and the terms Issuer will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Liens that secure Security Documents, to assure and confirm to the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations.
(b) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(c) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 13.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Security Documents. Intercreditor Agreement.
(d) Each Holder, by accepting a Note, consents shall be deemed (1) to have consented and agrees (subject to Section 4.11) agreed to the terms of the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.25 (including including, without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (2) to have authorized the Issuer, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for applicable, to enter into the Secured Obligations of Security Documents, any Additional Intercreditor Agreements and the Issuer hereunderIntercreditor Agreement and to be bound thereby and (3) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, a valid any Additional Intercreditor Agreements and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such Holder’s behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Security Documents Agent is hereby authorized to exercise such rights, powers and in this Article 9) required discretions as are specifically delegated to cause it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times, subject to Section 13.04, be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given; provided that, the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.25.
(e) Subject to Section 4.15, the Issuer is permitted to pledge the Collateral in connection with future issuances of its indebtedness or indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch indebtedness.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes Securities and performance of all other Security Obligations of the Company and the Subsidiary Guarantors to the Holders Securityholders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Security Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral 103 Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; PROVIDED, HOWEVER, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer Company shall take deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Security Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsSubsidiary Guarantors hereunder, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Trustee, superior to and prior to Collateral Agent for the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions benefit of the Security DocumentsTrustee and the Holders, second in priority to confirm to the Indenture Trustee the any and all security interests at any time granted in the Collateral contemplated hereby and by to secure the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedFirst Lien Obligations.
Appears in 1 contract
Samples: Indenture (Columbus McKinnon Corp)
Collateral and Security Documents. The From and after the consummation of the Acquisition and the execution of the Security Documents, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by applicable law) interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee, the Collateral Agent or the Indenture Trustee any Secured Party under this Indenture, the Notes, the Notes Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, each Holder and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 13.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiary Guarantors to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement, this Indenture and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause the Subsidiary Guarantors to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by this Indenture and the Security Documents to maintain (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority required by the Security Documents, subject only to Permitted Liens, until such time as such Collateral is released pursuant to the terms of this Indenture and the Security Documents (provided that, in the case of any Collateral that is released because it constitutes Excluded Property, this provision shall continue to apply to such Collateral if and to the extent that such Collateral shall no longer constitute an Excluded Property). As provided in the Security Documents, the Liens securing the Notes and any future Permitted Additional Pari Passu Obligations shall be junior in priority to the First Priority Liens.
Appears in 1 contract
Samples: Indenture (Gencorp Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties.
(b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Issuer that are owned by the Issuer or any Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the Commission (or any other governmental agency);
Appears in 1 contract
Samples: Indenture (Broan-NuTone LLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Co-Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such Co-Issuers’ and Guarantors’ Obligations, subject to the Secured Obligationsterms of the Intercreditor Agreement. The Issuer Trustee and the Co-Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersNotes Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Co-Issuers shall deliver, or cause to be delivered, to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Co-Issuers shall, and therein expressedshall cause the Subsidiaries of Parent to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Co-Issuers and the Guarantors under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Notes Secured Parties. The Co-Issuers shall, and shall cause the Subsidiaries of Parent to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Co-Issuers and Subsidiaries of Parent) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.
Appears in 1 contract
Samples: Supplemental Indenture (Sealy Corp)
Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be Subsidiary Guarantees are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Intercreditor Agreement. Each Holder (a) hereby consents to the subordination of the Liens securing the Securities and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) hereby authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement and to subject the Securities and the Subsidiary Guarantees and the Liens securing the Securities and the Subsidiary Guarantees to the provisions thereof. The foregoing provisions are intended as an inducement to the Senior Obligations Secured Parties (as defined the Intercreditor Agreement) to extend credit to the Company, and such Senior Obligations Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. Each Holder, and will do or cause to be done all such acts and things as may be required by accepting a Note, consents the next sentence of this Section 11.01 to assure and agrees (subject to Section 4.11) confirm to the terms of Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby or by the Security Documents (including the provisions providing for the possessionor any part thereof, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms constituted, so as to render the same available for the security and benefit of this IndentureIndenture and of the Securities and the Subsidiary Guarantees according to the intent and purposes herein expressed. The Company shall take, and authorizes and directs shall cause the Indenture Trustee Subsidiary Guarantors to enter into the Security Documents andtake, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes Securities and the other Security DocumentsSubsidiary Guarantees, a valid and enforceable, perfected (except as expressly provided herein or therein) enforceable Lien and security interests interest in and on all material portions of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture TrusteeCollateral Agent for the benefit of the Holders, superior to and prior perfected to the rights of all third Persons, extent contemplated by the applicable Security Documents and immediately junior in priority (subject to no other Permitted Collateral Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause ) to be done, at its sole cost any and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests at any time granted in the Collateral contemplated hereby to secure the Priority Lien Obligations and by the Security Documents, as from time equal in priority (subject to time constituted, so as to render the Permitted Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedLiens) with any Other Pari Passu Lien Obligations.
Appears in 1 contract
Samples: Indenture (Land O Lakes Inc)
Collateral and Security Documents. The (a) As general and continuing collateral security for the due and punctual payment satisfaction of all Obligations of the principal of, premium Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Note Guarantors under this Indenture, the Notes and the Note Guarantees and the due performance by the Company and the Note Guarantors, if any, of their other Security DocumentsObligations hereunder and thereunder, the Company and the Note Guarantors have entered into, and all other amounts in respect of the Secured Obligations according Company and any Note Guarantor, to the terms hereunder extent required by Section 3.11, 3.14 or thereunder, shall be secured by a security interest in the Collateral as provided in 3.15 hereof and the Security Documents, which define may enter into, Security Documents to grant Liens (subject to Permitted Liens) on the terms of Collateral.
(b) Subject to Section 3.19, the Liens Company and the Note Guarantors represent, covenant and agree that secure they shall have at all times full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds property constituting the Collateral in trust for the benefit of the Holders, pursuant to the terms Security Documents to which such Persons are party, free and clear of all Liens (other than Permitted Liens), and that (i) they will forever warrant and defend the title to the same against the claims of all Persons (except as to Permitted Liens), (ii) they will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as necessary to perfect the security interests created under this Indenture and the Security DocumentsDocuments or as the Trustee may reasonably require and (iii) they will do or cause to be done all such acts necessary or as may be reasonably required by the Trustee, to confirm to the Trustee such Lien on the Collateral, or any part thereof. The Company and the Note Guarantors further covenant and agree that each Security Document, as applicable, creates or will create (when delivered) a valid and first-ranking security interest (subject to Permitted Liens) (which shall be a perfected security interest to the extent required by the applicable Security Document) in the Collateral subject thereto.
(c) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents andon its behalf and on behalf of such Holder, subject to appoint collateral agents to serve as collateral agents and representatives of the provisions of this Indenture, Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee copies of all documents delivered to such collateral agents pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the collateral agents the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company shall take, upon the written request of the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in obligations of the Company under this Indenture, the Notes and the other Security DocumentsNote Guarantees, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien on and security interests interest in and on all of the Collateral, in favor of the Indenture collateral agents for the benefit of the Holders, the Trustee and other Persons for whose benefit the collateral agents or Trustee, superior as applicable, acts pursuant to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 1 contract
Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such obligations, subject to the terms of the Senior Secured ObligationsIntercreditor Agreement and the Second Lien Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees that agree that, subject to the Indenture Trustee terms of the Junior Priority Intercreditor Agreements, the Senior Secured Intercreditor Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Trustee and the Holders, pursuant to the terms of the Security Documents, the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 1 contract
Samples: Indenture (Hexion Inc.)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium Obligations of the Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, the Notes Securities and the other Security Indenture Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderCompany, shall be secured by a security interest in the Collateral as provided in Agent and the Trustee will enter into the Collateral Agency Agreement, and the Company, the Guarantors and the Collateral Agent will enter into the Security Documents, which define to create the terms of the Liens that secure the Secured Obligationssecurity interests and related matters referred to therein. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders and the Trustee, among others, pursuant to the terms of the Security Documents. Documents and subject to the terms of the Collateral Agency Agreement.
(b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including and the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureCollateral Agency Agreement, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take the Collateral Agency Agreement in accordance therewith; provided, however, that if any and all commercially reasonable actions (including without limitation the covenants set forth in provisions of the Security Documents and in this Article 9) required to cause or the Security Documents to create and maintainCollateral Agency Agreement limit, as security for qualify or conflict with the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA, to confirm the TIA will control.
(c) As more fully set forth in, and subject to the Indenture Trustee provisions of, the security interests in Security Documents and the Collateral contemplated hereby Agency Agreement, the Holders, and by the Security Documents, as from time Trustee on behalf of such Holders will have rights in and to time constituted, so as to render the Collateral available that are subject to the rights that have been or may be created in favor of the holders of other Debt and obligations of the Company and the Guarantors.
(d) As among the Holders, the Collateral shall be held for the security equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other.
(e) With respect to Wilmington Trust Company acting as Collateral Agent, Wilmington Trust Company (i) shall not be deemed to have breached its fiduciary duty as Trustee to the Holders as a result of the performance of its duties as Collateral Agent to the extent it acts in compliance with the Collateral Agency Agreement and (ii) shall not be liable to the Holders for any such action or inaction. The rights and interests created under this Indenture and shall be subject to the terms of the Notes secured hereby, according to the intent and purpose herein and therein expressedCollateral Agency Agreement.
Appears in 1 contract
Collateral and Security Documents. The (i) To secure the due and punctual payment of the principal of, premium of and interest on the Notes Securities by the Company when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchaseupon a Change of Control Offer or an Asset Sale Offer, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), on the Notes Securities and performance of all other Obligations of the Company and the Guarantors to the Holders of the Securities, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in each of the Collateral as provided in Company and the Guarantors will enter into the Security Documents, which define to create the terms of security interests with respect to the Liens that secure the Secured ObligationsCollateral. The Issuer Trustee, the Collateral Agent, the Guarantors and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders and the Trustee, among others, pursuant to the terms of the Security Documents. .
(ii) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Trustee Trustee, in its capacity as Collateral Agent, to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith; provided, however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act will control.
(iii) As more fully set forth in, and subject to the provisions of this Indentureof, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents Documents, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to create and maintain at all times, as security for the Secured Obligations of Collateral that are subject to the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, rights that have been or may be created in favor of the Indenture Trustee holders of other Indebtedness and obligations of the Company.
(iv) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders under without preference, priority or distinction of any thereof over any other.
(v) With respect to the Security Documents. The Issuer hereby covenant Trustee acting as Collateral Agent, the Trustee (Ai) shall not be deemed to perform and observe have breached its obligations under fiduciary duty as Trustee to the Holders as a result of the performance of its duties as Collateral Agent to the extent it acts in compliance with the Security Documents and (Bii) take shall not be liable to the Holders for any such action or inaction. The rights and interests created under this Indenture shall be subject to the terms of the Security Documents.
(vi) The Company and each Guarantor will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents to which it is a party, to assure and confirm to the Trustee, in its capacity as Collateral Agent, the Liens on the Collateral contemplated by the Security Documents to which it is a party, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and each Guarantee secured thereby, as applicable, according to the intent and purposes herein and therein expressed. The Company will take, as required by applicable law, any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in of the Company under this Indenture, the Notes Indenture and the other Securities and the Security DocumentsDocuments to which it is a party, valid and enforceable, perfected (except as expressly provided herein and therein) Liens in and on all the Collateral in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Securities. Each Guarantor will take, as required by applicable law, any and all reasonable actions required to cause the Security Documents to which it is a party to create and maintain for its Obligations under each Guarantee and the Security Document related thereto, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral), Liens in favor of the Indenture TrusteeCollateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Securities. Each of the Company and the Guarantors shall, superior to and prior to the rights of all third Personsas promptly as practicable, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be doneexecuted and delivered, at its sole cost filed and expense, recorded all such actions instruments and do all acts and other things as may be necessary, or as may be required by law to perfect, maintain and protect the provisions of Liens under the applicable Security Documents, Documents to confirm which it is party (except as otherwise expressly provided herein and therein) to the Indenture Trustee the security interests in the Collateral extent contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 1 contract
Samples: Indenture (Texas Petrochemicals Lp)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and payment of all other monetary obligations of the Issuers and any Subsidiary Guarantor to the Holders Holders, the Trustee or the Indenture Trustee Note Collateral Agent under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments (including the Intercreditor Agreements). Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, modified or waived from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, Pursuant and subject to no other Liensthe terms of the Note Security Documents (including the Intercreditor Agreements), in each case, except as expressly permitted herein or therein. The Issuer the Issuers shall deliver to the Note Collateral Agent copies of all documents and will do or cause to be done, at its sole cost and expense, done all such actions acts and things things, as may be necessary, or as may be required by the provisions of the Security Documents, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause each of their Subsidiaries to, take any and all actions required to cause the Note Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements), in favor of the Note Collateral Agent for the benefit of the Noteholder Secured Parties. The Issuers shall, and shall cause the Subsidiaries of the Issuers to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably re quest in order to grant, preserve, protect, maintain and perfect (at the sole cost and expense of the Issuers and their Subsidiaries) the validity of the security interest and liens created by the Note Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Note Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreements and subject only to Permitted Liens. Notwithstanding the foregoing, if the Issuers and the Subsidiary Guarantors are unable to complete on or prior to the Issue Date all filings and other similar actions required in connection with the perfection of such security interests, the Issuers and the Subsidiary Guaran- tors shall use their commercially reasonable best efforts to complete such actions as soon as reasonably practicable after such date.
Appears in 1 contract
Collateral and Security Documents. The [This Section subject to change based on negotiations with any other first lien debt under a credit agreement or otherwise]
(a) In order to secure the due and punctual payment of the principal ofNotes, premium the Issuer and interest on the Notes when Guarantors have entered into and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes delivered to the Holders or Collateral Trustee the Indenture Trustee under this Indenture, the Notes Security Agreement and the other Second Lien Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinto which it is a party, to create the Liens on the Collateral securing their respective obligations under the Notes and the Note Guarantees. The Issuer shall do or cause Pursuant to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security DocumentsIntercreditor Agreement, to confirm to the Indenture rights and remedies of the Collateral Trustee and the security interests Holders of the Notes in the Collateral contemplated hereby shall be junior and by subordinated to the Security holders of the First Lien Secured Debt Obligations under the First Lien Secured Debt Documents, as from time to time constituted, so as to render . In the Collateral available for event of a conflict between the security and benefit terms of this Indenture and the Intercreditor Agreement or Second Lien Security Documents, the Intercreditor Agreement and Second Lien Security Documents shall control.
(b) The Issuer and the Guarantors shall comply with all covenants and agreements contained in the Second Lien Security Documents the failure to comply with which would have a material and adverse effect on the Liens purported to be created thereby securing the Notes and the Note Guarantees.
(c) Until the Notes are discharged in full or are otherwise no longer outstanding (whether pursuant to any Insolvency or Liquidation Proceeding or otherwise), all remedies and enforcement actions in respect of the Collateral and any foreclosure actions in respect of any Liens on the Collateral, and all actions, undertakings or consents by the Collateral Trustee in respect of the Collateral shall be undertaken solely at the instruction of the Requisite Secured Debtholders, including without limitation:
(i) the exercise or forbearance from exercise of rights and remedies with respect to the Collateral and enforcement of Liens securing the Secured Debt;
(ii) the exercise or forbearance from exercise of rights and powers of a holder of capital stock included in the Collateral;
(iii) the acceptance of Collateral in full or partial satisfaction of any Secured Debt; and
(iv) the exercise and forbearance from exercise of all rights and remedies of a secured party under the UCC or any similar law of any applicable jurisdiction or equity; provided, however, that any actions constituting a release of all or substantially all of the Collateral shall require the consent of all holders of First Lien Secured Debt, including the Holders of the First Lien Notes, and all Holders of the Notes.
(d) Until the Notes are discharged in full or are otherwise no longer outstanding, no Second Lien Secured Party (including any Holder of Notes) shall have any right to:
(i) sue, ask or demand or join with any other party to cause the Issuer or any of its Guarantors to commence any Insolvency or Liquidation Proceeding that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to any Secured Party in respect of the Liens granted to the Collateral Trustee in the Collateral under the Security Documents for the benefit of first, the holders of First Lien Secured Debt Equally and Ratably and, thereafter, the Holders of the Notes secured herebyequally and ratably;
(ii) contest any lawful exercise by the Collateral Trustee, according acting at the direction of, or as consented to by, the Requisite Secured Debtholders, of any remedy or foreclosure of the Liens on the Collateral;
(iii) contest any other request for judicial relief made in any court by the Collateral Trustee at the direction of, or as consented to by, the Requisite Secured Debtholders, or
(iv) oppose or otherwise contest any motion for relief from the automatic stay or for any injunction against foreclosure or enforcement of Liens granted to the intent Collateral Trustee in the Collateral under the Security Documents for the benefit of, first, holders of First Lien Secured Debt Equally and purpose herein Ratably and, thereafter, the Holders of the Notes equally and therein expressedratably, in any Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, subject to the restrictions set forth in Article 12 hereof, any Holder may take any actions and exercise any and all rights available to a holder of unsecured claims so long as not in contravention of the restrictions set forth above, including the commencement of an Insolvency or Liquidation Proceeding against the Issuer or any of our Guarantors as an unsecured creditor or any suit to enforce payment of principal, premium, if any, interest and Additional Interest, if any on the Notes or under any Note Guarantee.
Appears in 1 contract
Collateral and Security Documents. The (a) On and after the Issue Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee First Lien Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such obligations, subject to the Secured Obligationsterms of the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee First Lien Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, pursuant to the terms of the Security Documents, the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture First Lien Collateral Agent and, as applicable, the Trustee to enter into the Security Documents andDocuments, subject to the provisions of this Indenture, First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureTIA, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinTIA shall control. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee First Lien Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressed.shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and each other Treximet Party to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsSecurities and any Guarantee of a Treximet Party. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Holders, Trustee and the Holders pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause each other Treximet Party to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and such other Treximet Party hereunder, a valid and enforceable perfected Lien on all of the Notes Collateral, in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes Trustee and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedHolders.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Notes Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Intercreditor Agreement and subject only to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Sealy Corp)
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal ofIssuer and any Guarantors under the Notes, premium and interest on the Notes when and as the same shall be due and payableGuarantee, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwiseif any, and interest on this Indenture will benefit from the overdue principal of, premium Collateral and interest on property and assets that thereafter secure the Notes to the Holders or the Indenture Trustee obligations under this Indenture, the Notes and or any Guarantee of the other Notes pursuant to any Security Documents (including pursuant to Section 4.08). The Issuer will deliver to the Collateral Trustee or the Trustee, as applicable, copies of all documents delivered to the Collateral Trustee or the Trustee, as applicable, pursuant to the Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security DocumentsProviders, which define KP Parent and the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenturewill, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunderwill cause each of its Restricted Subsidiaries to, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee the security interests in that the Collateral Trustee or the Trustee, as applicable, holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured herebythereby, according to the intent and purpose purposes herein expressed. Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so.
(b) Each of the Security Providers, KP Parent, the Issuer, the Trustee and therein expressedthe Holders agrees that the Collateral Trustee or the Trustee, as applicable, shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Collateral Trustee or the Trustee, as applicable, will have its own independent right to demand performance by the Security Providers, KP Parent and the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Collateral Trustee, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(c) The Collateral Trustee and the Trustee agree that each of them will hold, as applicable, the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee or the Holders, without limiting the rights of the Collateral Trustee or the Trustee, as applicable, including under Section 11.02, to act in preservation of the security interest in the Collateral. The Collateral Trustee will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement.
(d) Each Holder, by its acceptance thereof of a Note, shall be deemed (i) to have consented and agreed to the terms of the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.11 (including, without limitation, the provisions providing for foreclosure and release of the Notes and the Notes Guarantees and the Collateral, including upon enforcement) and authorizing the Collateral Trustee to enter into the Security Documents on its behalf, in each case, as these may be amended from time to time, (ii) to have authorized the Trustee and the Collateral Trustee, as applicable, to enter into the Security Documents and the Intercreditor Agreement and to be bound thereby and to perform their obligations and exercise their rights thereunder in accordance therewith and (iii) appointed and authorized the Trustee and the Collateral Trustee to give effect to the provisions in the Intercreditor Agreement, any Additional Intercreditor Agreements and the Security Documents. Each Holder, by accepting a Note, appoints the Collateral Trustee and the Trustee, as applicable as its trustee, security agent or representative under the Security Documents and authorizes the Collateral Trustee and the Trustee to act on such Holder’s behalf, including by entering into and complying with the provisions of the Intercreditor Agreement. The Trustee hereby acknowledges that the Collateral Trustee is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder. Each of the Collateral Trustee and the Trustee is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security Documents, as trustee, security agent or on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created or authorization conferred thereunder. The Collateral Trustee shall, however, at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given. The Collateral Trustee hereby accepts its appointment as the trustee of the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.11.
(e) Subject to Section 4.07, the Issuer is permitted to pledge the Collateral in connection with future issuances of its Indebtedness or Indebtedness of its Restricted Subsidiaries, including any Additional Notes, in each case, to the extent permitted under this Indenture and on terms consistent with the relative priority of such Indebtedness.
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Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium (if any), interest and interest Additional Interest (if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Second Lien Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a pledge of a perfected second priority security interest in the Collateral in favor of the Second Lien Agent on behalf of itself, the Trustee and the Holders and as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security Documents. Intercreditor Agreement.
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Second Lien Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. .
(c) The Issuer Issuers shall take any and deliver to the Second Lien Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documentsthis Section 15.01(c), to assure and confirm to the Indenture Trustee Second Lien Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed.
(d) The Issuers shall, and shall cause their respective Subsidiaries to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture and the Notes, a valid and enforceable perfected second priority Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Second Lien Agent for its benefit and the benefit of the Trustee and the Holders. The Issuers shall, and shall cause their respective Subsidiaries, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and their respective Subsidiaries) the second priority security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected second priority security interest subject only to Permitted Liens.
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Samples: Indenture (DJO Finance LLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressed.shall cause each of the Guarantors to, use commercially reasonable efforts to take any and all actions reasonably necessary to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings and recordings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to create, preserve, validate, maintain and perfect (at the sole cost and expense of the Company and the Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens permitted under this Indenture, including Permitted Liens and other Liens permitted by Section 413. In addition, the Trustee and Note Collateral Agent shall have no responsibility or liability (i) in
Appears in 1 contract
Samples: Secured Notes Indenture (Cornerstone Building Brands, Inc.)
Collateral and Security Documents. The due (a) On and after the Acquisition Date, the full and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsNotes, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Senior Subordinated Note Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, Holder consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject . The Company shall deliver to the provisions Trustee (if the Trustee is not itself then the Senior Note Collateral Agent and the Subordinated Note Collateral Agent) copies of this Indenture, all documents delivered to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required the Senior Subordinated Note Collateral Agent pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 11.07 to assure and confirm to the Indenture Trustee and the Senior Subordinated Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Senior Subordinated Note Collateral Agent for the benefit of the Trustee and the Holders, third in priority to any and all Liens and security interests at any time granted in the Collateral to secure the First Lien Obligations and the Second Lien Obligations. The Company and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance.
(b) Notwithstanding the foregoing, the Capital Stock and other securities of any Subsidiary of the Company other than [Newco] and Metaldyne Company will constitute Collateral securing the Notes only to the extent that such Capital Stock and securities can secure such Notes, the Senior Notes and the DCX Notes without Rule 3-16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);
(1) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that all or, in the case of a Foreign Subsidiary, two-thirds of Subsidiary’s Capital Stock or other securities secure the Notes, the Senior Notes and the DCX Notes, then such Capital Stock or other securities shall automatically be deemed not to be part of the Collateral securing the Notes, the Senior Notes or the DCX Notes and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests of the Collateral Agents on the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and
(2) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all or, in the case of a Foreign Subsidiary, two-thirds of, such Subsidiary’s Capital Stock and other securities to secure the Notes, the Senior Notes and the DCX Notes without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes, the Senior Notes and the DCX Notes (but only if such Subsidiary would not be subject to any such financial statement requirement) and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.
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Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and the payment and performance of all other Notes Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee, the Series B Collateral Agent or the Indenture Trustee Second Lien Collateral Agent under this Indenture, the Notes, the Notes Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Second Priority Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee and the Series B Collateral Agent to enter into the Security Documents and, subject to (including any Mortgages for the provisions Real Property identified in the Security Documents by way of this Indenture, joinder or otherwise) and the Intercreditor Agreement and to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably the Guarantors will, to the extent required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be donedone all things which are necessary to confirm that the Second Lien Collateral Agent holds a Second Priority Lien in the Collateral except in the case of First Lien Separate Collateral, including property that becomes Collateral after the Issue Date.
(b) The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at its the sole cost and expense, all such actions expense of the Issuer and things as may be necessary, or as may be required the Guarantors) the security interest created by the provisions of Security Documents in the Collateral as a perfected security interest (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents), subject only to confirm to Permitted Liens, and with the Indenture Trustee the security interests in the Collateral contemplated hereby and priority required by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
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Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary Obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause (i) the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, and (ii) the Ambac Note to create and maintain a valid and enforceable perfected first priority Lien and security interest in and on the Ambac Note Collateral, in favor of the Company, including, in each case, making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or the Ambac Note, or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral or created by the Ambac Note in the Ambac Note Collateral, in each case as a perfected security interest, in each case other than with respect to any Collateral or Ambac Note Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents or the Ambac Note, as applicable. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Sitka Ambac Note Proceeds Collateral Account, the Ambac Note or the Tier I Proceeds Collateral Account Control Agreement if the Sitka Ambac Note Proceeds Collateral Account, the Ambac Note or the Tier I Proceeds Collateral Account Control Agreement, in each case, is located in a Foreign Jurisdiction; provided that the Company will enter into the English Share Charge with respect to capital stock of Ambac Assurance UK Limited.
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Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuer and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, Indenture and the Notes and the other Notes Guarantees, the Issuer, the Guarantors and the Collateral Agent have entered into the Security DocumentsDocuments providing for the creation of specified security interests and related matters. The Trustee, the Issuer and all other amounts in respect each of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Guarantors hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee and the other parties entitled to the benefit of the security provided under the Security Documents pursuant to the terms of the Security DocumentsDocuments and any Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture, no security interest or Lien is granted by the provisions of this Indenture, the Notes or the Notes Guarantees.
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionand any Intercreditor Agreements, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents, any Intercreditor Agreements and this Indenture, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth Intercreditor Agreements in accordance therewith; provided, however, that if any provisions of the Security Documents and in this Article 9) required to cause or any Intercreditor Agreements limit, qualify or conflict with the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA (other than TIA § 314(d) and TIA § 314(b), which shall not be applicable to confirm this Indenture unless it is qualified under the TIA), the TIA (other than TIA § 314(d) and TIA § 314(b), which shall not be applicable to this Indenture unless it is qualified under the Indenture Trustee the security interests in TIA) will control.
(c) Each Holder, by accepting a Note, irrevocably appoints the Collateral contemplated hereby Agent to act as its agent under the Security Documents and by irrevocably authorizes the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents, as from time together with any other incidental rights, powers and discretions and (ii) execute each document expressed to time constituted, so as to render be executed by the Collateral available Agent on its behalf.
(d) As among the Holders, the Collateral shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Second-Priority Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security DocumentsTIA shall control. The Issuer hereby covenant (A) Issuers and Guarantors will, to perform and observe its obligations the extent required under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior subject to the rights of all third Personslimitations therein, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, which are necessary to confirm to that the Indenture Trustee the security interests Collateral Agent holds a Second-Priority Lien in the Collateral, including property that becomes Collateral contemplated hereby and by after the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIssue Date.
Appears in 1 contract
Samples: Indenture (Norcraft Holdings, L.P.)
Collateral and Security Documents. The due Issuer and the Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of their obligations under this Indenture and the Notes by (i) a third-ranking pledge of shares of CME NV and CME BV (the “Pledged Shares”) and (ii) a third-ranking assignment of the principal of, premium and interest on Issuer’s rights under the Notes when and as Framework Agreement (together with the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this IndenturePledged Shares, the Notes and the other Security Documents, and all other amounts “Collateral”). The share pledges in respect of the Secured Obligations according Pledged Shares are referred to as the terms hereunder or thereunder“Share Pledges” and, shall be secured by a security interest in together with the Collateral assignment agreements evidencing the third-ranking assignment of rights under the Framework Agreement, are referred to as provided in the “Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) .” Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. Each holder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Security Trustee to execute the Intercreditor Agreement. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, authorizes the Trustee and authorizes and directs the Indenture Security Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith therewith and therewith. The Issuer shall take any and all actions reasonably required to cause appoints the Security Documents to create and maintain at all timesTrustee as his attorney-in-fact for such purpose, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateralincluding, in favor the event of the Indenture Trustee any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the Holders business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under the Security Documents. The Issuer hereby covenant (A) to perform and observe its Guarantee obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and form required in this Article 9) said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to cause the Security Documents exercise any such rights as attorney for any holders of Notes unless instructed to create and maintain, as security for the Secured Obligations contained do so in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.accordance with Section 7.6
Appears in 1 contract
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and this Indenture will, subject to the other Intercreditor Agreement, benefit from the property and assets that secure the obligations under this Indenture and the Notes pursuant to the Security Document (i) by way of a pari passu first priority Lien on the Company Intellectual Property for purposes of securing repayment of any PIK Interest owed under this Indenture and the Notes and (ii) a second priority Lien on the Company Intellectual Property for purposes of securing the remainder of the obligations under this Indenture and the Notes (which shall include, for the avoidance of doubt, the initial principal amount of the Notes).
(b) The Company will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and all other amounts in respect the Company will, and will cause each of the Secured Obligations according Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in provisions of the Security Documents, which define to assure and confirm to the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, pursuant duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Subject to the Intercreditor Agreement, the Company will take, and will cause its Subsidiaries to take (including as may be requested by the Trustee or the Security Agent) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the obligations of the Company hereunder, valid and enforceable perfected Liens in and on all the Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement, and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.
(c) Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so.
(d) Each of the Company, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(e) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 15.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified and/or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement.
(f) Each Holder, by its acceptance thereof of a Note, shall be deemed (i) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (ii) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required the Security Agent, as applicable, to cause enter into the Security Documents and the Intercreditor Agreement and to create be bound thereby and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid (iii) to have appointed and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under authorized the Security DocumentsAgent and the Trustee to give effect to the provisions in the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such Hxxxxx’s behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and in this Article 9) required powers of the Trustee thereunder. The Security Agent is hereby authorized to cause exercise such rights, powers and discretions as are specifically delegated to it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement.
(g) The Company is permitted to pledge the Collateral in connection with future issuances of its Indebtedness or Indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch Indebtedness.
Appears in 1 contract
Samples: Indenture (Selina Hospitality PLC)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, Indenture and the Notes and the other Security DocumentsNotes Guarantees, and all other amounts in respect of the Secured Obligations according to Company, the terms hereunder or thereunderGuarantors, shall be secured by a security interest in the Collateral as provided in Agent and the Trustee have entered into the Security Documents, which define Documents providing for the terms creation of the Liens that secure the Secured Obligationsspecified security interests and related matters. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee and the other parties entitled to the benefit of the security provided under the Security Documents pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Notwithstanding anything to the contrary in this Indenture, no security interest or Lien is granted by the provisions of this Indenture, the Notes or the Notes Guarantees.
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including and the provisions providing for the possessionIntercreditor Agreement, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents, the Intercreditor Agreement and this Indenture, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take the Intercreditor Agreement in accordance therewith; provided, however, that if any and all commercially reasonable actions (including without limitation the covenants set forth in provisions of the Security Documents and in this Article 9) required to cause or the Security Documents to create and maintainIntercreditor Agreement limit, as security for qualify or conflict with the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA (other than TIA § 314(d) and TIA § 314(b), which shall not be applicable to confirm this Indenture unless it is qualified under the TIA), the TIA (other than TIA § 314(d) and TIA § 314(b), which shall not be applicable to this Indenture unless it is qualified under the Indenture Trustee TIA) will control.
(c) As among the security interests in Holders, the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
Appears in 1 contract
Samples: Indenture (Credit Acceptance Corp)
Collateral and Security Documents. The due and punctual payment Notes Obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Company and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, Guarantors shall be secured by a security interest in liens on the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of and otherwise be bound by the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Company and all actions reasonably the Guarantors will, to the extent required to cause under the Security Documents and subject to create the limitations therein, do or cause to be done all things (including the filing of UCC financing statements, continuation statements and maintain at all timesamendments thereto) which are necessary to confirm that the Collateral Agent holds a Lien in the Collateral, including property that becomes Collateral after the Issue Date, subject to any prior Liens, other than Permitted Liens. From and after the Issue Date, and subject to certain limitations and exceptions described in the Security Agreement, if (i) any Subsidiary of the Company becomes a Guarantor and owns any property or rights which are Collateral or (ii) the Company or any Guarantor acquires any property or rights which are Collateral, it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the Collateral Agent a Lien (subject to Permitted Liens) in such after-acquired Collateral such that the Collateral Agent would have a first priority perfected Lien (subject to Permitted Liens) upon any such Collateral, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedObligations.
Appears in 1 contract
Samples: Indenture (loanDepot, Inc.)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities and the Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and the Guarantees and performance of all other Obligations of the Company and the Guarantors to the Holders or the Indenture Trustee Securityholder Secured Parties under this Indenture, the Notes Securities, the Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, Securityholder Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee Notes Collateral Agent the first-priority security interests interest in the Notes Priority Collateral and the second-priority lien in the ABL Priority Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Company and the Guarantors to the Securityholder Secured Parties under this Indenture, the Securities, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Securityholder Secured Parties subject to no Liens other than Liens permitted pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (LSB Industries Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium (if any), interest and interest Additional Interest (if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Third Lien Agent under this Indenture, the Notes Notes, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a third priority security interest interests in the Collateral as to which the lenders under the Term Loan Credit Agreement have a first priority security interest (such Collateral herein called the “Term Loan Collateral”) and by fourth priority security interests in the portion of the Collateral as to which the lenders under the ABL Credit Agreement have a first priority security interest (such Collateral herein called the “ABL Collateral”) in favor of the Third Lien Agent on behalf of itself, the Trustee and the Holders and as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security Documents. Intercreditor Agreements.
(b) Each Holder, by accepting a Note, (i) irrevocably appoints the Third Lien Agent to act as its agent under the Security Documents and (ii) consents and agrees (subject to Section 4.11) to the terms of the Security 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 respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee Third Lien Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. .
(c) The Issuer Issuers shall take any and deliver to the Third Lien Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documentsthis Section 15.01(c), to assure and confirm to the Indenture Trustee Third Lien Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed.
(d) The Issuers shall, and shall cause their respective Subsidiaries to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture and the Notes, a valid and enforceable perfected third priority Lien and security interest in and on all of the Term Loan Collateral and a valid and enforceable perfected fourth priority Lien and security interest in and on all of the ABL Collateral (subject, in each case, to the terms of the Intercreditor Agreements), in favor of the Third Lien Agent for its benefit and the benefit of the Trustee and the Holders. The Issuers shall, and shall cause their respective Subsidiaries, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and their respective Subsidiaries) the third priority security interest created by the Security Documents in the Term Loan Collateral and the fourth priority security interest created by the Security Documents in the ABL Collateral (in each case, other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected third priority security interest in the Term Loan Collateral and as a perfected fourth priority security interest in the ABL Collateral, subject only, in each case, to Permitted Liens.
Appears in 1 contract
Samples: Indenture (DJO Finance LLC)
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether secured on a Payment Datesecond-priority basis, at by a pledge of the Maturity DateHigh Yield Proceeds Loan and on a second-priority basis, or by acceleration, repurchase, redemption or otherwise, and interest on a pledge of 100% of the overdue principal of, premium and interest on shares of Xxxx Funding S.à.x.x. (the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts "Xxxx Pledged Shares"). The share pledge in respect of the Secured Obligations according Xxxx Pledged Shares is referred to as the "Share Pledge". The pledge agreement in respect of the High Yield Proceeds Loan is referred to as the "HighYield Proceeds Loan Pledge Agreement" and, together with the Share Pledge, the "Security Documents".
(b) Each of the Company, the Guarantors, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent shall have its own independent right to demand performance by the Company or the relevant Guarantor, as applicable, of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as otherwise permitted under the Intercreditor Agreement. However, any discharge of such obligation to the terms hereunder Security Agent, on the one hand, or thereunderto the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(c) The Security Agent agrees that it shall be secured hold the security interests in Collateral created under any Security Documents to which it is a party as contemplated by a this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent's rights including under Section 13.02, to act in preservation of the security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsCollateral. The Issuer hereby acknowledges and agrees that Security Agent shall take action or refrain from taking action in connection therewith only as directed by the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersTrustee, pursuant subject to the terms of the Security Documents. Intercreditor Agreement.
(d) Each Holder, by accepting a Note, consents and agrees shall be deemed (subject to Section 4.11i) to the terms of have authorized the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Agent to enter into the Security Documents and, subject and (ii) to have authorised the provisions of this Indenture, to perform its obligations Trustee and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents Agent to create enter into the Inter-creditor Agreement and maintain at all times(iii) to be bound thereby. Each Holder of Notes, as security for the Secured Obligations of the Issuer hereunderby accepting a Note, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under appoints the Security Documents. The Issuer hereby covenant (A) to perform and observe Agent as its obligations agent under the Security Documents and the Intercreditor Agreement and the Trustee as trustee pursuant to the Intercreditor Agreement and authorizes it to act as such. The claims of Holders shall be subject to the Inter-creditor Agreement.
(Be) take any and all commercially reasonable actions (including without limitation the covenants set forth in The Holders may only act to enforce the Security Documents and through the Security Agent acting on the instructions of the Trustee. The Holders may only act to enforce the Intercreditor Agreement through the Trustee or the Security Agent as the case may be. The affirmative vote of a majority in this Article 9) principal amount of the then out-standing Notes of each series affected thereby shall be required in order for the Security Agent to cause enforce the Security Documents or the Trustee or the Security Agent to create and maintainenforce or direct the enforcement, as security for the Secured Obligations contained in this Indenturecase may be, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinIntercreditor Agreement. The Issuer Trustee shall do or cause procure that the Security Agent agrees to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions any release of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and interest created by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of Documents that is in accordance with this Indenture and without requiring any consent of the Notes secured hereby, according Holders.
(f) Any instructions received by the Security Agent hereunder shall be subject to the intent and purpose herein and therein expressedIntercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Lyondell Chemical Co)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Company’s and Subsidiary Guarantors’ Obligations, subject to the terms of the Security Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust as agent for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended amended, supplemented or modified from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTrust Indenture Act, a valid and enforceable perfected Lien on the Trust Indenture Act shall control. The Company shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis , to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Security Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Oppenheimer Holdings Inc)
Collateral and Security Documents. The (a) On and after the Combinations Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12.
(b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the Xxxxxx Canada Entities) that are owned by Holdings or any Guarantor will constitute Collateral only to the extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);
(i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the Xxxxxx Canada Entities) due to the fact that such Subsidiary’s Capital Stock and securities secure the Original Notes, the performance of Guaranteed Obligations of the Issuers or any Guarantee, then the Capital Stock and securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests on the shares of Capital Stock and securities that are so deemed to no longer constitute part of the Collateral); and
(ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).
Appears in 1 contract
Collateral and Security Documents. The (a) Upon consummation of the Merger and the execution and delivery of a supplemental indenture in the form of Exhibit D-1 hereto, the due and punctual payment of the principal of, premium (if any), and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Second Lien Agent under this Indenture, the Notes Notes, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a second priority security interest interests in the Collateral as to which the lenders under the Term Loan Credit Agreement have a first priority security interest (such Collateral herein called the “Term Loan Collateral”) and by third priority security interests in the portion of the Collateral as to which the lenders under the ABL Credit Agreement have a first priority security interest (such Collateral herein called the “ABL Collateral”) in favor of the Second Lien Agent on behalf of itself, the Trustee and the Holders and as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holdersobligations, pursuant subject to the terms of the Security Documents. Intercreditor Agreements.
(b) Each Holder, by accepting a Note, (i) irrevocably appoints the Second Lien Agent to act as its agent under the Security Documents and (ii) consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including and the provisions providing for the possession, use, release and foreclosure of Collateral) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee Second Lien Agent to enter into the Security Documents and, subject to (including mortgages and deeds of trusts for the provisions of this Indenture, Real Property identified in the Security Documents) and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. .
(c) The Issuer Issuers shall take any and deliver to the Second Lien Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documentsthis Section 15.01(c), to assure and confirm to the Indenture Trustee Second Lien Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed.
(d) The Issuers shall, and shall cause their respective Subsidiaries to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture and the Notes, a valid and enforceable perfected second priority Lien and security interest in and on all of the Term Loan Collateral and a valid and enforceable perfected third priority Lien and security interest in and on all of the ABL Collateral (subject, in each case, to the terms of the Intercreditor Agreements), in favor of the Second Lien Agent for its benefit and the benefit of the Trustee and the Holders. The Issuers shall, and shall cause their respective Subsidiaries, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and their respective Subsidiaries) the second priority security interest created by the Security Documents in the Term Loan Collateral and the third priority security interest created by the Security Documents in the ABL Collateral (in each case, other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected second priority security interest in the Term Loan Collateral and as a perfected third priority security interest in the ABL Collateral, subject only, in each case, to Permitted Liens.
Appears in 1 contract
Samples: Indenture (DJO Finance LLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer shall take any and deliver to the Noteholder Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Noteholder Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the benefit of the Secured Parties.
Appears in 1 contract
Samples: Indenture (Ply Gem Holdings Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes Securities and performance of all other Guaranteed Obligations of the Company and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Subsidiary Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (all the foregoing being hereinafter collectively called the “Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests TIA that have been incorporated by reference in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit made part of this Indenture and pursuant to Section 1.03, such provisions of the Notes secured hereby, according to the intent and purpose herein and therein expressed.TIA shall
Appears in 1 contract
Collateral and Security Documents. (i) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from the other Notes Collateral (created by the collateral documents described in Schedule 1) and required to be granted under Section 4.13 (within 90 days from the Issue Date), and (ii) the payment obligations of the Guarantors under the Guarantees and this Indenture will benefit from the Guarantee Collateral (created by the collateral documents described in Schedule 1) and required to be granted under Section 4.13 (within 90 days from the Issue Date).
(b) The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuer will, and will cause each of its Subsidiaries to, do or cause to be done all other amounts in respect such acts and things as may be necessary or proper, or as may be required by the provisions of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define to assure and confirm to the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and the Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so.
(c) The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations.
(d) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(e) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by this Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent's rights including under Section 13.02, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Security Documents. Intercreditor Agreement.
(f) Each Holder, by accepting a Note, consents shall be deemed (i) to have consented and agrees (subject to Section 4.11) agreed to the terms of the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14 (including including, without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (ii) to have authorized the Issuer, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for applicable, to enter into the Secured Obligations of Security Documents, any Additional Intercreditor Agreements and the Issuer hereunderIntercreditor Agreement and to be bound thereby and (iii) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, a valid any Additional Intercreditor Agreements and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe Each Holder, by accepting a Note, appoints the Security Agent as its obligations trustee under the Security Documents and (B) take any authorizes it to act on such Holder's behalf, including by entering into and all commercially reasonable actions (including without limitation complying with the covenants set forth in provisions of the Intercreditor Agreement. The Security Documents Agent is hereby authorized to exercise such rights, powers and in this Article 9) required discretions as are specifically delegated to cause it by the Security Documents to create and maintain, as security for terms of the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceableincluding the power to enter into the Security Documents, perfected (except as expressly provided herein or therein) security interests in and trustee on all the Collateral, in favor behalf of the Indenture Holders and the Trustee, superior together with all rights, powers and discretions as are reasonably incidental thereto or necessary to and prior give effect to the rights trusts created thereunder. The Security Agent shall, however, at all times, subject to Section 13.04, be entitled to seek directions from the Trustee and shall be obligated to follow those directions if given; provided that, the Trustee shall not be obligated to give such directions unless directed in accordance with this Indenture. The Security Agent hereby accepts its appointment as the trustee of all third Personsthe Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders' and the Trustee's behalf. The claims of Holders will be subject to no other Liensthe Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.14.
(g) Subject to Section 4.09, the Issuer is permitted to pledge the Collateral in connection with future issuances of its indebtedness or indebtedness of its Subsidiaries, including any Additional Notes, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of under this Indenture and on terms consistent with the relative priority of the Notes secured hereby, according to the intent and purpose herein and therein expressedsuch indebtedness.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, of all monetary obligations of the Company and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee any Guarantor under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or interest on the Secured Obligations according to the terms hereunder Notes, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) ), this Indenture and the Intercreditor Agreements, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Note Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this IndentureIntercreditor Agreements, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1501, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressed.shall cause each of the Guarantors to, use commercially reasonable efforts to take any and all actions reasonably necessary to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents and subject to the terms of the Intercreditor Agreements, including making all filings and recordings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to create, preserve, validate, maintain and perfect (at the sole cost and expense of the Company and the Guarantors) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with 179 1010271152v11010271152_5.doc
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Cornerstone Building Brands, Inc.)
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the 2019 Notes and the other Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Company under the Indenture and the 2019 Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Relevant Guarantors under their respective Guarantees and the Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Relevant Guarantors under the Indenture or any Guarantee of the Relevant Guarantors of the 2019 Notes pursuant to any Security Documents. The Company will deliver to the terms hereunder or thereunder, shall be secured by a security interest in Trustee copies of all documents delivered to the Collateral as provided in Security Agent pursuant to the Security Documents, which define and the terms Company will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Liens that secure Security Documents, to assure and confirm to the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of the Indenture and of the 2019 Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the 2019 Notes and the Guarantees of the Relevant Guarantors, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement and any Additional Intercreditor Agreement for the benefit of all Holders of 2019 Notes.
(b) The Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the 2019 Notes and the Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(c) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by the Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 10.2, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement.
(d) Each Holder shall be deemed (1) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Notethe Intercreditor Agreement and any Additional Intercreditor Agreement (including, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (2) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for the Secured Obligations of the Issuer hereunderapplicable, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of enter into the Security Documents, any Additional Intercreditor Agreements and the Intercreditor Agreement and to confirm be bound thereby and (3) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the Indenture Trustee the security interests provisions in the Collateral contemplated hereby and by the Security DocumentsIntercreditor Agreement, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.any
Appears in 1 contract
Samples: First Supplemental Indenture (International Game Technology PLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.
Appears in 1 contract
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Quarterly Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all Obligations of the Company to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. .
(b) The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, appoints The Bank of New York Mellon as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Notes Obligations of the Issuer hereunderCompany, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders under Trustee and the Holders.
(c) Notwithstanding anything to the contrary in this Indenture or any other Security Documents. The Issuer hereby covenant (A) Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to perform and observe its obligations under be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.
Appears in 1 contract
Collateral and Security Documents. The due (a) On and punctual payment of after the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Issue Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. .
(b) The Trustee, the Collateral Agent and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust Liens created under the Security Documents as agent for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. .
(c) Each Holder, by accepting a NoteNotes, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreements, the other Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Collateral Sharing Agreement, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee and/or the Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Collateral Sharing Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Holdings and the Issuer shall take any and deliver to the Trustee (if it is not itself then the Collateral Agent), promptly upon request, copies of all actions reasonably required to cause documents constituting the Security Documents or delivered to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in and a lien on the Collateral collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Without limiting the foregoing, Holdings and therein expressedthe Issuer shall take, and shall cause Restricted Guarantors (or other Restricted Subsidiaries as contemplated by Section 4.12(b)) to take, any and all actions required to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected security interest in and Lien on all of their respective title, rights and interest in, to and under assets that are of the type and kind constituting Collateral (including any After-Pledged Property or Springing Lien Collateral required to become Collateral pursuant to Section 4.18) (subject to the terms of the Intercreditor Agreements), in favor of the Collateral Agent for the benefit of the Secured Parties.
Appears in 1 contract
Collateral and Security Documents. (a) The Issuer, the Guarantors, the Trustee and the Collateral Agent shall enter into one or more Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee secured parties under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. , subject to the terms of the Intercreditor Agreement.
(b) The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, secured parties pursuant to the terms of the Security Documents. Documents and the Intercreditor Agreement.
(c) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. .
(d) The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein and therein expressed.
(e) The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the secured parties subject to no Liens other than Permitted Liens.
Appears in 1 contract
Samples: Indenture (American Media Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and interest on Additional Amounts, if any, on, the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and interest Additional Amounts, if any (to the extent permitted by law), on the Notes Notes, the Guarantees and performance of all other obligations of the Issuers and the Guarantors to #94579868v11 the Holders or the Indenture Trustee and the Security Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations Guarantees according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral interests, as provided in in, and on the terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Collateral, which define shall include, on the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the HoldersIssue Date, pursuant subject to the terms of Agreed Security Principles, the Security Documentssecurity set forth in Schedule 1 hereto. Each Holder, by accepting its acceptance of a Note, consents and agrees (subject to Section 4.11) to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Security Documents (including the provisions providing for foreclosure and release of Liens and authorizing the possession, use, release and foreclosure of CollateralSecurity Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith and therewithin accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Issuer shall take Issuers will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and the Issuers and the Guarantors will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained of the Issuers hereunder, a valid and enforceable first priority Lien in and on all the Collateral ranking in right and priority of payment as set forth in this Indenture, the Notes Intercreditor Agreement and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, any Additional Intercreditor Agreement and subject to no other LiensLiens other than as permitted by the terms of this Indenture, in the Intercreditor Agreement and any Additional Intercreditor Agreement. In acting hereunder, the Security Agent shall be entitled to seek instructions from the Trustee.
(b) Each of the Issuers, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each caseand every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuers of those obligations, except that such demand shall only be made with the prior written consent of the Trustee or as expressly otherwise permitted herein under the Intercreditor Agreement and any Additional Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or thereinto the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other. The Issuer #94579868v11
(c) Each Holder of a Note, by accepting such Note, shall do be deemed to have:
(A) agreed to and accepted the terms and conditions of the Intercreditor Agreement or cause any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to Section 4.14) and to be donebound thereby as a party thereto;
(B) authorized and directed each of the Trustee and the Security Agent from time to time to become a party to any such Additional Intercreditor Agreement;
(C) irrevocably appointed the Security Agent to act as its agent and as security agent under the Intercreditor Agreement, at its sole cost any Additional Intercreditor Agreement and expenseother relevant documents to which it is a party (including the Security Documents) and irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the provisions in the Intercreditor Agreement, all any Additional Intercreditor Agreements and the Security Documents and perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents securing such actions Indebtedness, together with any other incidental rights, power and things as may discretions;
(D) agreed to be necessary, or as may be required bound by the provisions of the Intercreditor Agreement, any Additional Intercreditor Agreements and the Security Documents;
(E) irrevocably appointed the Security Agent and the Trustee to act on its behalf to enter into and comply with the provisions of the Intercreditor Agreement, any Additional Intercreditor Agreements and the Security Documents (including the execution of, and compliance with, any amendment, extension, renewal, restatement, supplement, release or other modification or replacement expressed to be executed by the Trustee or the Security Agent on its behalf); and
(F) irrevocably appointed the Security Agent and the Trustee to act on its behalf to execute, amend, waive, modify, release or provide consent under the Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document as authorized by this Indenture or by the terms of any other Notes Document.
(d) The Trustee hereby acknowledges that the Security Agent is authorized to act under the Security Documents on behalf of the Trustee, with the full authority and powers of the Trustee thereunder. The Security Agent is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by enter into the Security Documents, as from time trustee #94579868v11 on behalf of the Holders and the Trustee, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to time constituted, so as give effect to render the Collateral available trusts created thereunder.
(e) The Trustee shall not be responsible for the security and benefit of this Indenture and legality, validity, effectiveness, suitability, adequacy or enforceability of the Notes secured herebySecurity Documents or any obligation or rights created or purported to be created thereby or pursuant thereto or any security or the priority thereof constituted or purported to be constituted thereby or pursuant thereto, according nor shall it be responsible or liable to any person because of any invalidity of any provision of such documents or the unenforceability thereof, whether arising from statute, law or decision of any court. The Trustee shall be under no obligation to monitor or supervise the functions of the Security Agent under the Security Documents and shall be entitled to assume that the Security Agent is properly performing its functions and obligations thereunder and the Trustee shall not be responsible for any diminution in the value of or loss occasioned to the intent and purpose herein and therein expressedassets subject thereto by reason of the act or omission by the Security Agent in relation to its functions thereunder.
Appears in 1 contract
Samples: Indenture (Paysafe LTD)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including Additional Interest, if any) on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders or the Indenture Trustee Secured Parties under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, authorizes and directs the Trustee to execute a joinder agreement to each of the Intercreditor Agreement and the Security Agreement and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take the Intercreditor Agreement in accordance therewith; provided, however, that if any and all commercially reasonable actions (including without limitation of the covenants set forth in provisions of the Security Documents and in this Article 9) required to cause limit, qualify or conflict with the Security Documents to create and maintain, as security for duties imposed by the Secured Obligations contained in this Indentureprovisions of the TIA, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or thereinTIA shall control. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties subject to no Liens other than Permitted Liens.
Appears in 1 contract
Samples: Indenture (Headwaters Inc)
Collateral and Security Documents. (a) The due and punctual payment obligations of the principal of, premium and interest on Company under the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the 2023 Notes and the other Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Company under the Indenture and the 2023 Notes pursuant to any Security Documents, and all other amounts in respect (b) the payment obligations of the Secured Obligations according Relevant Guarantors under their respective Guarantees and the Indenture will benefit from (i) the Collateral set forth in Schedule 1 and (ii) property and assets that thereafter secure the obligations of the Relevant Guarantors under the Indenture or any Guarantee of the Relevant Guarantors of the 2023 Notes pursuant to any Security Documents. The Company will deliver to the terms hereunder or thereunder, shall be secured by a security interest in Trustee copies of all documents delivered to the Collateral as provided in Security Agent pursuant to the Security Documents, which define and the terms Company will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Liens that secure Security Documents, to assure and confirm to the Secured Obligations. The Issuer hereby acknowledges and agrees Trustee that the Indenture Trustee holds the Collateral in trust Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of the Indenture and of the 2023 Notes secured thereby, according to the intent and purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the 2023 Notes and the Guarantees of the Relevant Guarantors, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so. The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement and any Additional Intercreditor Agreement for the benefit of all Holders of 2023 Notes.
(b) The Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the 2023 Notes and the Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Company of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
(c) The Security Agent agrees that it will hold the security interests in the Collateral created under the Security Documents to which it is a party as contemplated by the Indenture and the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s rights including under Section 10.2, to act in preservation of the security interest in the Collateral. The Security Agent will, subject to being indemnified or secured in accordance with the Intercreditor Agreement, take action or refrain from taking action in connection therewith only as directed by the Trustee, subject to the terms of the Intercreditor Agreement.
(d) Each Holder shall be deemed (1) to have consented and agreed to the terms of the Security Documents. Each Holder, by accepting a Notethe Intercreditor Agreement and any Additional Intercreditor Agreement (including, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including without limitation, the provisions providing for foreclosure and release of the possession, use, release Collateral and foreclosure of Collateralauthorizing the Security Agent to enter into the Security Documents on its behalf) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Security Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith therewith, (2) to have authorized the Company, the Trustee and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesAgent, as security for the Secured Obligations of the Issuer hereunderapplicable, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of enter into the Security Documents, any Additional Intercreditor Agreements and the Intercreditor Agreement and to confirm be bound thereby and (3) to have irrevocably appointed and authorized the Security Agent and the Trustee to give effect to the Indenture Trustee the security interests provisions in the Collateral contemplated hereby and by the Security DocumentsIntercreditor Agreement, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.any
Appears in 1 contract
Samples: Third Supplemental Indenture (International Game Technology)
Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal of, premium premium, if any, and interest on the Notes and all other amounts payable by the Issuer and the Guarantors under this Indenture, the Notes and the Guarantees when and as the same shall be due and payable, whether on a Payment Dateat maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Notes, the Guarantees and this Indenture, the Issuer and each of the Vessel Guarantors have granted security interests in and Liens on the Collateral owned by it to the Security Agent on behalf of the Secured Parties pursuant to this Indenture, the Intercreditor Agreement and the Security Documents. .
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms terms, conditions and provisions of the Security Documents (including the without limitation, provisions providing for the possession, use, release and foreclosure of Collateral) ), the Intercreditor Agreement and this Indenture, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee pursuant to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, the Intercreditor Agreement and this Indenture and directs the Security Agent to confirm sign these documents.
(c) Unless an Event of Default shall have occurred and be continuing, the Issuer or the applicable Vessel Guarantor will have the right to the Indenture Trustee the security interests remain in possession and retain exclusive control of the Collateral contemplated hereby securing the Notes or the Guarantee of such Guarantor (other than the Equity Interests of the Vessel Guarantors and by other than as set forth in the Security Documents), as from time to time constitutedfreely operate or use the Collateral, so as to render alter, maintain or repair the Collateral available for in the security ordinary course, and benefit to collect, invest and dispose of any income thereon. In addition, unless an Event of Default shall have occurred and be continuing, the Issuer and any Vessel Guarantor may amend, modify, supplement, replace, extend, renew or waive any term of, or terminate, or take any other action with respect to any assigned rights, property or contracts comprising the Collateral to the extent not otherwise prohibited by the terms of this Indenture and of the Notes secured herebyIndenture, according to the intent and purpose herein and therein expressedincluding Section 4.14.
Appears in 1 contract
Samples: Indenture (Global Ship Lease, Inc.)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Obligations of the Company and the Grantor Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Subsidiary Guarantees of the Grantor Subsidiary Guarantors and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, in each case subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Grantor Subsidiary Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement, as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA, to confirm the TIA shall control. The Company shall deliver to the Indenture Trustee the security interests in (if it is not itself then the Collateral contemplated hereby and by Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuers and the Subsidiary Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security DocumentsDocuments and Other Pari Passu Lien Obligations, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Existing First-Priority Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions by execution of this Indenture, an Other Pari Passu Lien Secured Party Consent and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Collateral Agent copies of all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under documents pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiaries of the Issuers to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations and Other Pari Passu Lien Obligations, a valid and enforceable perfected (to the extent required by the Security Documents) Lien and security interest in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties. The Issuers shall, and shall cause the Subsidiary Guarantors of the Issuers to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Subsidiary Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest and subject only to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Clearwire Corp /DE)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Security Obligations of the Company and the Guarantors to the Holders Securityholders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be are secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Security Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective its terms and this Indenture, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith, subject to the terms of the Intercreditor Agreement. The Issuer Company shall take deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all documents delivered to the Notes Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Security Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsSubsidiary Guarantors, a valid and enforceable, enforceable perfected first-priority Lien and security interest (except as expressly provided herein or thereinsubject to Permitted Liens) security interests in and on all the Notes Collateral, in favor of the Indenture Trustee, superior to and prior to Notes Collateral Agent for the rights benefit of all third Personsthe Holders, and a valid and enforceable perfected second-priority Lien and security interest (subject to no other Permitted Liens) in and on all the Bank Collateral, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and favor of the Notes secured herebyCollateral Agent for the benefit of the Holders, according second in priority to any and all security interests at any time granted in the intent Bank Collateral to secure the Lenders Debt.
(b) The Company, the Trustee and purpose herein the Notes Collateral Agent have entered into the Notes Collateral Agency Agreement. By their acceptance of the Securities, the Holders of the Securities shall be deemed (1) to have authorized the Trustee to enter into such Notes Collateral Agency Agreement and therein expressed(2) to be bound thereby. The Trustee has appointed the Notes Collateral Agent as its agent under the Collateral Agreements, and the Notes Collateral Agent is thereby authorized to act on behalf of the Trustee, with full authority and powers of the Trustee thereunder.
Appears in 1 contract
Samples: Indenture (Jacuzzi Brands Inc)
Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofSecurities, premium and interest the Issuer has entered into the Security Documents to create the Note Liens and, to the extent applicable, the Parity Liens on the Notes when and as Collateral (other than the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes Escrow Account and the other Security Documents, and all other amounts escrowed funds held therein) in respect of the Secured Obligations according to accordance with the terms hereunder or thereunder, shall be secured by thereof. In the event of a security interest in conflict between the Collateral as provided in terms of this Indenture and the Security Documents, which define the Security Documents shall control.
(b) Each Holder of a Security, by accepting such Security, (i) agrees to all of the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms provisions of the Security Documents. Each Holder, by accepting a Note(ii) acknowledges that all Note Lien Obligations including, consents and agrees (subject to Section 4.11) without limitation, any interest that accrues after the commencement of any case, proceeding or other action relating to the terms bankruptcy, insolvency, reorganization or similar proceeding of the Security Documents (including Issuer or any of its Subsidiaries at the provisions providing contractual rate of interest provided for in the possessionrespective documentation for such Note Lien Obligations, use, release and foreclosure of Collateral) as the same may be whether or not a claim for such post-petition interest is allowed in effect any such proceeding or may be amended from time to time in accordance with their respective terms and this Indentureunder applicable law, and authorizes and (iii) directs the Indenture Trustee and the Joint Collateral Agent to enter into the Security Documents and, subject to unless violative of the provisions of this Indenturehereof and thereof, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take execute any and all actions reasonably documents, amendments, waivers, consents, releases or other instruments required (or authorized) to cause be executed by it pursuant to the Security Documents to create and maintain at all times, as security for terms thereof.
(c) In the Secured Obligations of event that the Issuer hereundershall issue Additional Notes pursuant to Section 2.2, the net proceeds from any such issuance shall be immediately deposited into an escrow account (other than the Escrow Account) pending their investment in property or assets of a valid nature or type or that are used in a Permitted Business. Such escrow account (and enforceable perfected Lien on all cash, Treasury Securities and other Collateral Investments therein) and such property or assets (collectively, the "Additional Notes Collateral") shall immediately become part of the Collateral, in favor of and the Indenture Trustee for Issuer shall, or shall cause the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform relevant Subsidiaries to, execute such collateral documents and observe its obligations under the Security Documents other instruments and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required such other measures as shall be reasonably necessary to cause the Security Documents such escrow account and such property or assets to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior become subject to the rights Note Liens securing the Note Obligations and to perfect such Liens in respect of all third Persons, such escrow account and subject to no other Liensproperty or assets, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause in the manner and to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be the extent required by the provisions of under the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 1 contract
Samples: Indenture (Verasun Energy Corp)
Collateral and Security Documents. (a) The due Company will, and punctual payment will cause each of its Subsidiaries to, on each Satisfaction Date that occurs after the Issue Date, cause all of their respective Properties (other than inventory, accounts receivable and related intangibles, documents and proceeds thereof, the Baltimore Property and the Xxxxxxxx Property) which were subject to a Lien securing the obligations of the principal ofCompany and its Subsidiaries under the First Mortgage Notes, premium the First Mortgage Notes Indenture and/or the Revolving Credit Facility (but, in the case of the Revolving Credit Facility, the Company shall only be required to comply with the requirements of this Section 11.1 and interest on the Notes when related provisions herein only to the extent the Company, through the utilization of reasonable efforts, is able to cause the Capital Stock of Subsidiaries, Intellectual Property of the Company and the intangibles, documents and proceeds that do not relate to inventory and accounts receivable to be free and clear of the Lien of the Bank Security Agreement), as the same shall case may be, to be due released from any and payableall such Liens in a manner satisfactory to the Collateral Agent. On each such Satisfaction Date, whether on a Payment Datethe Company will, and will cause each Guarantor to, at the Maturity DateCompany's sole cost and expense, or by acceleration(i) execute, repurchase, redemption or otherwise, acknowledge and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, deliver any and all other amounts Security Documents necessary or appropriate in respect the reasonable opinion of the Secured Obligations according Collateral Agent to the terms hereunder or thereunder, shall be secured by a security interest create in favor of the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust Agent for the benefit of the HoldersSecured Parties a valid, perfected first priority Lien on such Properties (subject only to Prior Liens), (ii) take any and all action and deliver any and all documentation reasonably required with request to the applicable Collateral on such Satisfaction Date pursuant to Section 11.2 and (iii) register, file or record, in the terms of the Security Documents. Each Holderappropriate governmental office, by accepting a Noteany documents or instruments in addition to, consents and agrees (subject supplemental to Section 4.11) to the terms or confirmatory of the Security Documents (including or otherwise deemed by the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect Collateral Agent necessary or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents desirable to create and maintain at all timesa valid, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected per- fected Lien (subject only to Prior Liens) on all of the Collateral, such Properties in favor of the Indenture Trustee Collateral Agent (for the benefit of the Holders under the Security DocumentsSecured Parties). The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third PersonsCompany will, and subject to no other Lienswill cause each Guarantor to, in each case, except as expressly permitted herein or therein. The Issuer shall do deliver or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm delivered to the Indenture Trustee the security interests Collateral Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance satisfactory to the Collateral contemplated hereby and Agent as it shall reasonably deem necessary to perfect or maintain the Liens on the Collateral covered by the Security Documents.
(b) Upon the acquisition or creation of a domestic Subsidiary by the Company after the Issue Date, as from time the Company shall promptly cause such Subsidiary to time constitutedexecute a Guarantee, so as to render the Collateral available whereby such Subsidiary shall become a Guarantor for the security and benefit all purposes of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedIndenture.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Noteholder Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Noteholder Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Collateral Agent, the Trustee and the Securityholder, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Noteholder Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall deliver to the Noteholder Collateral Agent copies of all documents pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.01, to assure and confirm to the Noteholder Collateral Agent the security interest in the Collateral contemplated hereby, by the Security 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 Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause the Subsidiaries of the Company to, use its commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain at all timesmaintain, as security for the Secured Obligations of the Issuer hereunderObligations, a valid and enforceable perfected Lien and security interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Trustee Noteholder Collateral Agent for the benefit of the Holders under Noteholder Collateral Agent, the Security Documents. The Issuer hereby covenant (A) to perform Trustee and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedParties.
Appears in 1 contract
Samples: Indenture (Affinia Group Intermediate Holdings Inc.)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuers and the Guarantors to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, Trustee shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Issuers shall take any and deliver to the Trustee copies of all actions reasonably documents required to cause be delivered to the Security Documents Trustee pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall take, and therein expressedshall cause the Subsidiaries of the Issuer to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a perfected, first priority security interest (subject to certain exceptions described under Section 4.12) in all Collateral under the Security Documents, including but not limited to (i) a pledge of the Equity Interests of each of the Guarantors, (ii) all personal property and fixtures owned by the Guarantors, now or hereafter existing, (iii) all rights of the Guarantors under the Site Management Agreements, now or hereafter existing, with respect to the Managed Properties (including all rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent), (iv) all rights of Guarantors under the Management Agreement, (v) all accounts, including the reserve accounts established pursuant to this Indenture and the Cash Management Agreement and (vi) all proceeds of the foregoing. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture.
(b) The Trustee is authorized and directed to (i) enter into the Security Documents, (ii) bind the Holders on the terms as set forth in the Security Documents and (iii) perform its obligations under the Security Documents.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
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Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuer and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, the Notes and the other Notes Guarantees, the Issuer, the Guarantors and the Collateral Agent have entered into the Security DocumentsDocuments providing for the creation of specified security interests and related matters. The Trustee, the Issuer and all other amounts in respect each of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Guarantors hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the other Indenture Agents pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee and the Collateral Agent to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith; provided, subject to however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of this Indenturethe TIA, the TIA will control.
(c) Each Holder, by accepting a Note, irrevocably appoints the Collateral Agent to perform act as its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations agent under the Security Documents and irrevocably authorizes the Collateral Agent to (Bi) take any perform the duties and all commercially reasonable actions (including without limitation exercise the covenants set forth in the Security Documents rights, powers and in this Article 9) required discretions that are specifically given to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of it under the Security Documents, together with any other incidental rights and powers and (ii) execute each document expressed to confirm to the Indenture Trustee the security interests in be executed by the Collateral contemplated hereby and by Agent on its behalf.
(d) As among the Security DocumentsHolders, as from time to time constituted, so as to render the Collateral available shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
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Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Guarantees and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunderthereunder (the “Secured Obligations”), shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and deliver to the Trustee (if it is not then the Notes Collateral Agent) copies of all actions reasonably required documents delivered to cause the Security Documents Notes Collateral Agent pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall take, and therein expressedshall cause the Subsidiaries of the Issuer to take, and Holdings shall take, at their sole expense, any and all actions reasonably required, or which the Trustee or Notes Collateral Agent may (at the direction of the Required Holders) request, to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid, duly created and enforceable and perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. Notwithstanding the foregoing, the Security Documents may be amended from time to time to add other parties holding Parity Lien Debt and (in the case of the Intercreditor Agreement) other Parity Lien Debt and other Priority Lien Obligations, in each case to the extent permitted to be incurred under Sections 4.09 and 4.12 of this Indenture or as otherwise permitted by the Intercreditor Agreement.
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Collateral and Security Documents. The due and punctual payment of the principal of, of and premium and interest on the Notes and Subsidiary Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to and Subsidiary Guarantees and performance of all other Notes Obligations of the Holders or the Indenture Trustee under this Indenture, the Notes Company and the other Security DocumentsSubsidiary Guarantors, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Issuer Trustee, the Company and the Subsidiary Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Collateral Trustee holds the Collateral in trust for the benefit of the Holders, Noteholder Secured Parties and the holders of other Pari Passu Lien Obligations (if any) pursuant to the terms of the Security DocumentsDocuments and Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements, as the same each may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreements, and authorizes and directs the Indenture Trustee and Collateral Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Collateral Trustee copies of all actions reasonably documents required to cause the Security Documents be filed pursuant to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.1, to assure and confirm to the Indenture Collateral Trustee the security interests interest in the Notes Collateral as contemplated hereby and the lien in the ABL Collateral as of the Issue Date as contemplated hereby with the priorities set forth in the applicable Intercreditor Agreement, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes and the Subsidiary Guarantees secured herebythereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Notes Obligations of the Company and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the Intercreditor Agreements. For the avoidance of doubt, the Trustee and Collateral Trustee shall not have a Lien on the Excluded Assets.
Appears in 1 contract
Samples: Indenture (Unisys Corp)
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuers and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this IndentureIndenture and the Securities, the Notes Issuers, the Company, the Trustee and the other Collateral Agent have entered into the Security DocumentsDocuments to create the security interests and related matters. The Trustee, the Issuers and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Company hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee and the other parties secured under the Security Documents pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause under the Security Documents to create and maintain at all timesin accordance therewith; provided, as security for the Secured Obligations however, that if any provisions of the Issuer hereunderSecurity Documents limit, a valid and enforceable perfected Lien on all qualify or conflict with the duties imposed by the provisions of the CollateralTIA, the TIA will control.
(c) As more fully set forth in, and subject to the provisions of, the Security Documents, the Holders, and the Trustee on behalf of such Holders, have rights in and to the Collateral which are second in priority and subordinated to the rights created in favor of the Indenture Trustee creditors under the Bank Credit Facility and the holders of the Notes.
(d) As set forth in and governed by the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders under Secured Creditors (as defined in the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under with the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants preference, priority or distinction set forth in the Security Documents and in this Article 9) required to cause Documents. As among the Security Documents to create and maintainHolders, as security the Collateral shall be held for the Secured Obligations contained in this Indenture, the Notes equal and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor ratable benefit of the Indenture TrusteeHolders without preference, superior to and prior to the rights priority or distinction of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
Appears in 1 contract
Samples: Indenture (NSM Steel Co LTD)
Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofSecurities, premium the Company, each Subsidiary Guarantor and interest on the Notes when and Trustee have entered into or will enter into, as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenturecase may be, the Notes Security Documents to create the security interests thereunder and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsfor related matters. The Issuer Trustee, the Company and each Subsidiary Guarantor hereby acknowledges and agrees agree that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, Holders and the Trustee pursuant to the terms of the Security Documents. , in each case pursuant to the terms of this Indenture and the Security Documents, and the Company and the Subsidiary Guarantors, pursuant to this Indenture and the Security Agreements, hereby grant to the Trustee, for the benefit of the Holders, a security interest in the Collateral.
(b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject pursuant to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and this Indenture.
(Bc) take any The Trustee and all commercially reasonable actions (including without limitation the covenants each Holder, by accepting a Security, acknowledge that, as more fully set forth in the Security Documents and the Subordination Agreement, all Liens and rights of the holders of the Senior Indebtedness and the Representative (if any) of such holders in this Article 9and to the Collateral and remedies thereagainst are senior in priority to the Liens and rights of the Holders and the Trustee, on behalf of the Holders, in and to the Collateral and the remedies thereagainst.
(d) required to cause As amongst the Security Documents to create Holders, the Collateral as now or hereafter constituted shall be held for the equal and maintainratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedSecurities.
Appears in 1 contract
Samples: Indenture (Mounger Corp)
Collateral and Security Documents. (i) The due and punctual payment obligations of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Issuer under this Indenture, the Notes and this Indenture will benefit from the other Notes Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date, and (ii) the payment obligations of the Guarantors under the Guarantees and this Indenture will benefit from the Guarantee Collateral described in Schedule 1 and required to be granted under Section 4.13 (within 90 days from the Issue Date).
(b) The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenturewill, and authorizes and directs the Indenture Trustee to enter into the Security Documents andwill cause each of its Subsidiaries to, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Indenture Trustee that the security interests in Security Agent holds, for the Collateral benefit of the Trustee and the Holders, duly created, enforceable and perfected liens as contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured herebythereby, according to the intent and purpose purposes herein expressed. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes and therein expressedthe Guarantees, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the liens or Security Documents or any delay in doing so.
(c) The Security Documents and the Collateral will be administered by the Security Agent, in each case pursuant to the Intercreditor Agreement for the benefit of all holders of secured obligations.
(d) Each of the Issuer, the Trustee and the Holders agree that the Security Agent shall be the joint creditor (together with the Holders) of each and every obligation of the parties hereto under the Notes and this Indenture, and that accordingly the Security Agent will have its own independent right to demand performance by the Issuer of those obligations, except that such demand shall only be made with the prior written notice to the Trustee and as permitted under the Intercreditor Agreement. However, any discharge of such obligation to the Security Agent, on the one hand, or to the Trustee or the Holders, as applicable, on the other hand, shall, to the same extent, discharge the corresponding obligation owing to the other.
Appears in 1 contract
Collateral and Security Documents. The due (a) On and after the Acquisition Date, the full and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured ObligationsNotes, subject to the terms of the Intercreditor Agreement. The Issuer Trustee, the Company and the Guarantors each hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Senior Note Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, Holder consents and agrees (subject to Section 4.11) to the terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) ), as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject . The Company shall deliver to the provisions Trustee (if the Trustee is not itself then the Senior Note Collateral Agent ) copies of this Indenture, all documents delivered to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required the Senior Note Collateral Agent pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 10.07 to assure and confirm to the Indenture Trustee and the Senior Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Senior Note Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance.
(b) Notwithstanding the foregoing, the Capital Stock and other securities of any Subsidiary of the Company other than [Newco] and Metaldyne Company will constitute Collateral securing the Notes only to the extent that such Capital Stock and securities can secure such Notes, the Subordinated Notes and the DCX Notes without Rule 3-16 (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);
(1) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any such Subsidiary due to the fact that all or, in the case of a Foreign Subsidiary, two-thirds, of Subsidiary’s Capital Stock or other securities secure the Notes, the Subordinated Notes and the DCX Notes, then such Capital Stock or other securities shall automatically be deemed not to be part of the Collateral securing the Notes, the Subordinated Notes or the DCX Notes and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the security interests of the Collateral Agents on the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and
(2) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) all or, in the case of a Foreign Subsidiary, two-thirds, of such Subsidiary’s Capital Stock and other securities to secure the Notes, the Subordinated Notes and the DCX Notes without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral securing the Notes, the Subordinated Notes and the DCX Notes (but only if such Subsidiary would not be subject to any such financial statement requirement) and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities.
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Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Issuer and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Guarantors under this Indenture, the Notes and the other Notes Guarantees, the Issuer, the Guarantors and the Collateral Agent have entered into the Security DocumentsDocuments providing for the creation of specified security interests and related matters. The Trustee, the Issuer and all other amounts in respect each of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in Guarantors hereby acknowledge and agree that the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the other Indenture Agents pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionDocuments, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents and this Indenture, and authorizes and directs the Indenture Trustee and the Collateral Agent to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith; provided, subject to however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of this Indenturethe TIA, the TIA will control.
(c) Each Holder, by accepting a Note, irrevocably appoints the Collateral Agent to perform act as its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations agent under the Security Documents and irrevocably authorizes the Collateral Agent to (Bi) take any perform the duties and all commercially reasonable actions (including without limitation exercise the covenants set forth in the Security Documents rights, powers and in this Article 9) required discretions that are specifically given to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of it under the Security Documents, together with any other incidental rights and powers, and (ii) execute each Security Document or other document expressed to confirm to the Indenture Trustee the security interests in be executed by the Collateral contemplated hereby and by Agent on its behalf.
(d) As among the Security DocumentsHolders, as from time to time constituted, so as to render the Collateral available shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
Appears in 1 contract
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium of and interest on the Notes Securities by the Issuer when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchasecall for redemption, redemption upon an Offer to Purchase, or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), on the Notes Securities and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Holders of the Securities, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Subsidiary Guarantees, and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in each of the Collateral as provided in Issuer and the Subsidiary Guarantors will enter into the Security Documents, which define to create the terms security interests with respect to the Collateral (except to the extent that granting such Liens is precluded by the provisions of the Liens that secure documents evidencing Existing Debt as in effect on the Secured ObligationsClosing Date). The Trustee, the Collateral Agent, the Subsidiary Guarantors and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the HoldersHolders and the Trustee, among others, pursuant to the terms of the Security Documents. .
(b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective the terms thereof and this Indenturehereof, and authorizes and directs the Indenture Collateral Agent and the Trustee to enter into perform their respective obligations and exercise their respective rights under the Security Documents andin accordance therewith; provided, however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act will control.
(c) As more fully set forth in, and subject to the provisions of this Indentureof, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents Documents, the Holders, and the Trustee on behalf of such Holders, will have rights in and to create and maintain at all times, as security for the Secured Obligations of Collateral that are subject to the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, rights that have been or may be created in favor of the Indenture Trustee holders of other Debt and Obligations of the Issuer.
(d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders under without preference, priority or distinction of any thereof over any other.
(e) With respect to the Security Documents. The Issuer hereby covenant Trustee acting as Collateral Agent, the Trustee (Ai) shall not be deemed to perform and observe have breached its obligations under fiduciary duty as Trustee to the Holders as a result of the performance of its duties as Collateral Agent to the extent it acts in compliance with the Security Documents and (Bii) take shall not be liable to the Holders for any such action or inaction. The rights and all commercially reasonable actions (including without limitation interests created under this Indenture shall be subject to the covenants set forth in terms of the Security Documents and in this Article 9Documents.
(f) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes The Issuer and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer Subsidiary Guarantors shall do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessarynecessary or proper, or as may be required by the provisions of the Security DocumentsDocuments to which it is a party, to assure and confirm to the Indenture Collateral Agent and the Trustee the security interests in Liens on the Collateral contemplated hereby and by the Security DocumentsDocuments to which it is a party, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes Securities and each Subsidiary Guarantee secured herebythereby, as applicable, according to the intent and purpose purposes herein and therein expressed. The Issuer shall take, as required by applicable law, any and all actions reasonably required to cause the Security Documents to which it is a party to create and maintain, as security for the Obligations of the Issuer under this Indenture and the Securities and the Security Documents to which it is a party, to be valid and enforceable, perfected (except as expressly provided herein and therein) Liens in and on all the Collateral in favor of the Trustee or Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Securities. Each Subsidiary Guarantor shall take, as required by applicable law, any and all actions reasonably required to cause the Security Documents to which it is a party for its Obligations under each Subsidiary Guarantee and the Security Document related thereto, to be valid and enforceable, perfected, (except as expressly provided herein or therein), Liens in favor of the Trustee or Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Securities.
Appears in 1 contract
Samples: Indenture (General Media Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Agent and, as applicable, the Trustee to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Notes Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Notes Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall take, and therein expressedshall cause Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Trustee, the Holders and the other Secured Parties under the Security Documents.
(b) Notwithstanding the foregoing, (i) the Capital Stock and other securities of the Subsidiaries of the Company that are owned by the Company or any Subsidiary Guarantor will constitute Notes Collateral only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);
Appears in 1 contract
Samples: Indenture (Metals USA Plates & Shapes Southcentral, Inc.)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all Obligations of the Company to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Notes, the Guaranty and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations. .
(b) The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, appoints The Bank of New York Mellon as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and that it shall not be entitled to the benefits of the Security Documents or this Indenture except pursuant to the terms and conditions thereof and hereof, and each Holder irrevocably appoints the Collateral Agent and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its their respective rights thereunder in accordance herewith and therewith, together with such powers as are reasonably incidental thereto; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act, if applicable, shall control. The Issuer Company shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(b), to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Notes Obligations of the Issuer hereunderCompany, a valid and enforceable perfected Lien and security interest in and on all of the CollateralNotes Collateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders Trustee and the Holders, as contemplated by this Indenture and the Security Documents.
(c) Notwithstanding anything to the contrary in this Indenture or any other Security Document, in no event shall the Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents (including the filing or continuation of any UCC financing or continuation statements or similar documents or instruments but excluding the maintenance of possession of certificates actually delivered to it representing securities pledged under the Security Documents. The Issuer hereby covenant (A) to perform ), nor shall the Collateral Agent or the Trustee be responsible for, and observe its obligations under the Collateral Agent and the Trustee make no representation regarding, the validity, effectiveness or priority of any of the Security Documents and or the security interests or other Liens intended to be created thereby.
(Bd) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security The Trustee shall not be responsible for the Secured Obligations existence, genuineness or value of any of the Notes Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Notes Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Notes Collateral or any agreement or assignment contained in therein, for the validity of the title of the Company to the Notes Collateral, for insuring the Notes Collateral or for the payment of taxes, charges, assessments or Liens upon the Notes Collateral or otherwise as to the maintenance of the Notes Collateral. Subject to Section 7.1 of this Indenture, the Notes Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Security Documents by the Company, the Guarantors or the Collateral Agent. The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraiser or other Security Documentsexpert or adviser, valid and enforceable, perfected (except as expressly provided herein whether retained or therein) security interests in and on all employed by the CollateralCompany or by the Trustee, in favor relation to any matter arising in the administration of the this Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
Appears in 1 contract
Samples: Indenture (Palomar Holdings, Inc.)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes Securities and any applicable Exit Fee when and as the same shall be due and payable, whether on a any Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes Securities and interest on any applicable Exit Fee (if overdue) and performance of all other Guaranteed Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities, the Intercreditor Agreements and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Notes Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank Trust Company, National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and the Intercreditor Agreements and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien on all of the CollateralNotes Collateral (subject to the terms of the Security Documents and the Intercreditor Agreements), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.
Appears in 1 contract
Collateral and Security Documents. The (a) To secure the due and punctual payment of the principal of, premium obligations of the Company and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Subsidiary Guarantors under this Indenture, the Notes Securities and the other Security DocumentsSubsidiary Guarantees, the Company, the Subsidiary Guarantors and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in Agent have entered into the Security Documents, which define Documents for the terms creation of the Liens that secure the Secured Obligationsspecified security interests and related matters. The Issuer Trustee, the Company and the Subsidiary Guarantors hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the equal and ratable benefit of the Holders, Holders and the Trustee and the other parties entitled to the benefit of the security provided under the Security Documents pursuant to the terms of the Security DocumentsDocuments and any Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture, no security interest or Lien is granted by the terms of this Indenture, the Securities or the Subsidiary Guarantees.
(b) Each Holder, by accepting a NoteSecurity, consents and agrees (subject to Section 4.11) to all of the terms and provisions of the Security Documents (including the provisions providing for the possessionand any Intercreditor Agreements, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms pursuant to the provisions of the Security Documents, any Intercreditor Agreements and this Indenture, and authorizes and directs the Indenture Trustee to enter into and the Security Documents and, subject to the provisions of this Indenture, Collateral Agent to perform its their respective obligations and exercise its their respective rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth Intercreditor Agreements in accordance therewith; provided, however, that if any provisions of the Security Documents and in this Article 9) required to cause limit, qualify or conflict with the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required duties imposed by the provisions of the Security DocumentsTIA (other than TIA §314(b) and TIA §314(d), which shall not be applicable to confirm this Indenture unless it is qualified under the TIA), the TIA (other than TIA § 314(b) and TIA § 314(d), which shall not be applicable to this Indenture unless it is qualified under the Indenture Trustee the security interests in TIA) will control.
(c) Each Holder, by accepting a Security, irrevocably appoints the Collateral contemplated hereby Agent to act as its agent under the Security Documents and by irrevocably authorizes the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents, as from time together with any other incidental rights, powers and discretions and (ii) execute each document expressed to time constituted, so as to render be executed by the Collateral available Agent on its behalf.
(d) As among the Holders, the Collateral shall be held for the security equal and ratable benefit of this Indenture and the Holders without preference, priority or distinction of the Notes secured hereby, according to the intent and purpose herein and therein expressedany thereof over any other.
Appears in 1 contract
Samples: Indenture (Rotech Healthcare Inc)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement and, with respect to the Trust Collateral, the Collateral Trust Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Notes Collateral Agent and the Collateral Trustee with respect to the Trust Collateral holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security Documents, the Collateral Trust Agreement (with respect to the Trust Collateral) and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents Documents, the Collateral Trust Agreement (with respect to the Trust Collateral)and the Intercreditor Agreement , in each case, including the provisions providing for the possession, use, release and foreclosure of Collateral) , as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, the Collateral Trust Agreement (with respect to the Trust Collateral) and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents andDocuments, subject to the provisions of this Indenture, Collateral Trust Agreement and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Issuers shall take any deliver to the Notes Collateral Agent copies of all documents executed and all actions reasonably required delivered pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuers shall, and therein expressedshall cause the Subsidiaries of the Issuers to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Security Agreement Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties and on all of the Trust Collateral (subject to the terms of the Collateral Trust Agreement), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties. The Trustee hereby authorizes and requires the Issuers to make, and to cause the Subsidiaries of the Issuers to, and each Subsidiary to make, all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.
Appears in 1 contract
Samples: Indenture (TRAC Intermodal LLC)
Collateral and Security Documents. The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure such Issuer’s and Guarantors’ Obligations, subject to the Secured Obligationsterms of the Guarantee and Collateral Agreement. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Holders, Secured Parties pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act shall control. The Issuer shall take any and deliver to the Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Indenture Trustee Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Issuer shall, and therein expressedshall cause the Subsidiaries to, use their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Guarantee and Collateral Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties. The Issuer shall, and shall cause its Subsidiaries to, and each such Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority set forth in the Security Documents and subject only to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Merge Healthcare Inc)
Collateral and Security Documents. The due From and after the Issue Date, the punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payabledue, whether on a Payment Dateat Stated Maturity, at the Maturity Date, or by acceleration, repurchase, redemption acceleration or otherwise, and interest on of all monetary obligations of the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee Company under this Indenture, the Notes and the other Note Security Documents, and all other amounts in respect whether for principal of or Applicable Premium, if any, or interest on the Secured Obligations according to the terms hereunder Notes, fees, expenses, indemnification or thereunderotherwise, shall be secured by a security interest in the Collateral as provided in the Note Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Note Collateral Agent holds the Collateral in trust for the benefit of the HoldersSecured Parties, in each case pursuant and subject to the terms of the Note Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and this Indenture, in each case as the same may be in effect or may be amended amended, supplemented, waived or otherwise modified from time to time in accordance with their respective terms and this Indentureterms, and authorizes and directs the Indenture Trustee Note Collateral Agent to enter into the Note Security Documents and, subject to the provisions of this Indenture, and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any Pursuant and all actions reasonably required subject to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations terms of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Note Security Documents, valid from and enforceableafter the Issue Date, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior Company shall deliver to the rights Note Collateral Agent copies of all third Persons, documents and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1201, to reasonably assure and confirm to the Indenture Trustee Note Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Note Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. From and therein expressedafter the Issue Date, the Company shall use commercially reasonable efforts to take any and all actions reasonably necessary or required to cause the Note Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, as and to the extent contemplated by the Note Security Documents, including making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and taking all other similar actions as are reasonably necessary or required by the Note Security Documents or that the Note Collateral Agent may reasonably request (to the extent required under the Note Security Documents) in order to maintain and perfect (at the sole cost and expense of the Company) the security interest and liens created by the Note Security Documents in the Collateral as a perfected security interest, in each case other than with respect to any Collateral the lien or security interest in or on which is not required to be maintained or perfected under the Note Security Documents, and subject to Liens thereon expressly permitted by Section 409. The Company shall continue to have the right to possess and control their property and assets constituting Collateral and exercise all rights with respect thereto, subject to the terms of the Note Security Documents. Notwithstanding the foregoing, the Company will not be required to take any action in any Foreign Jurisdiction, or required by the laws of any such Foreign Jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such Foreign Jurisdiction, in order to create any security interests (or other Liens) in Collateral located or titled in such Foreign Jurisdiction, or in order to perfect any security interests (or other Liens) in any such Collateral, other than in each case Collateral consisting of the Collateral Account if the Collateral Account is located in a Foreign Jurisdiction.
Appears in 1 contract
Collateral and Security Documents. The due and punctual payment of the principal of, premium and interest on of the Notes Securities when and as the same shall be due and payable, whether on a an Payment Date, at the Maturity DateStated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on performance of all other Obligations of the overdue principal of, premium and interest on the Notes Issuer to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes Securities and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Trustee and the Issuer hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a NoteSecurity, appoints U.S. Bank National Association as Collateral Agent and consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject and to bind the Holders to the provisions of this Indenture, terms thereof and to perform its obligations and exercise its rights thereunder in accordance herewith therewith. The Issuer shall deliver to the Trustee (if it is not then also appointed and therewithserving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the CollateralCollateral (subject to the terms of the Security Documents), in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee and the Holders under the Security Documents. The Issuer hereby covenant (A) Notwithstanding anything to perform and observe its obligations under the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time or other Liens intended to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedbe created thereby.
Appears in 1 contract
Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal ofSecurities, premium the Company and interest the Guarantors have entered into the Collateral Agreement and the other Security Documents to create the Second Priority Liens on the Notes when and as Collateral in accordance with the same shall be due and payableterms thereof, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes subject to the Holders or Intercreditor Agreement. Pursuant to the Indenture Trustee under provisions of the Collateral Agreement, the Intercreditor Agreement, the other Security Documents and this Indenture, the Notes rights and remedies of the Trustee and the Holders of the Securities in the Collateral shall be subordinate and subject to the rights and remedies of the holders of the First Priority Liens in accordance with the terms of the Collateral Agreement, the other Security Documents, Documents and all other amounts in respect the Intercreditor Agreement. In the event of the Secured Obligations according to a conflict between the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in of this Indenture and the Security Documents, which define the Security Documents shall control.
(b) Each Holder of a Security, by accepting such Security, agrees to all of the terms and provisions of the Liens that secure Collateral Agreement, the Secured Obligations. other Security Documents and the Intercreditor Agreement.
(c) The Issuer hereby acknowledges Company and agrees that the Indenture Trustee holds Guarantors shall not, and shall not cause or permit any of their Restricted Subsidiaries to, intentionally grant a Lien on any of their Collateral to the Collateral collateral agent undxx xxx Xxxxxt Agreement and/or the security agreement and other documents and instruments entered into in trust connection therewith for the benefit of the Holders, pursuant to lenders under the terms of the Security Documents. Each Holder, by accepting Credit Agreement unless a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents andSecond Priority Lien is created, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the CollateralIntercreditor Agreement, in favor of the Indenture Trustee Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders under of the Security Documents. The Issuer hereby covenant Securities) with respect to such property or assets and with the same (Ain all material respects) to perform priorities, consent rights and observe its obligations under the Security Documents provisions regarding release of Collateral and (B) take any and all commercially reasonable actions (including without limitation the covenants other provisions set forth in the Security Documents as then in effect, subject to the Intercreditor Agreement. From and in after the date of this Article 9Indenture, if the Company or any Guarantor creates any additional Lien upon any of its property to secure any Credit Agreement Obligations, other First Priority Claims or any Other Second Lien Obligations, it shall concurrently grant a Second Priority Lien (subject to Permitted Liens and First Priority Liens) required to cause the Security Documents to create and maintain, upon such property as security for the Secured Obligations contained in this Indenture, the Notes Securities and the other execute any and all further Security Documents, valid financing statements, agreements and enforceableinstruments, perfected (except as expressly provided herein or therein) security interests in but subject to the Intercreditor Agreement, that grant the Collateral Agent a Second Priority Lien upon such property for its benefit and on all the Collateral, in favor benefit of the Indenture Trustee, superior to Trustee and prior to the rights of all third Persons, Holders and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, take all such actions (including the filing and things as may be necessaryrecording of financing statements, or as fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Collateral Agent or Trustee may reasonably request to create such Second Priority Lien, all at the expense of the Company and the Guarantors, including reasonable fees and expenses of counsel incurred by the provisions Trustee and the Collateral Agent in connection therewith; provided that (i) the Company or such Guarantor shall not be required to grant or perfect, as the case may be, a second priority Lien upon such property as security for the Securities if a second priority Lien in such property cannot be granted or perfected, as the case may be, under applicable law, (ii) such grant requires the consent of any third party, which consent the Security Documents, Company or such Guarantor is unable to confirm obtain using commercially reasonable efforts or (iii) to the Indenture Trustee extent such property is Excluded Collateral. In addition, the security interests Company and each Guarantor shall, with respect to each parcel of real property in the Collateral contemplated hereby and United States owned by the Security DocumentsCompany or any Guarantor that secures the Credit Agreement Obligations, other First Priority Claims or any Other Second Lien Obligations, use commercially reasonable efforts to deliver to the Collateral Agent, for the benefit of or addressed to the Trustee or the Collateral Agent, as from time to time constitutedapplicable, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.following:
Appears in 1 contract
Samples: Indenture (Tenneco Automotive Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a an Interest Payment Date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Notes Collateral Agent under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligationsobligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Company hereby acknowledges acknowledge and agrees agree that the Indenture Trustee Notes Collateral Agent holds the Collateral in trust for the benefit of the HoldersNoteholder Secured Parties, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Trustee Notes Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take any and deliver to the Notes Collateral Agent copies of all actions reasonably required documents pursuant to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 1401, to assure and confirm to the Indenture Trustee Notes Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. The Company shall, and therein expressedshall cause the Subsidiaries of the Company to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties. The Company shall, and shall cause the Subsidiaries of the Company to, and each Subsidiary shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Railamerica Inc /De)
Collateral and Security Documents. The (a) On and after the Acquisition Date, the due and punctual payment of the principal of, premium of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (including additional interest, if any) on the Notes and performance of all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders Holders, the Trustee or the Indenture Trustee Collateral Agent under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations, subject to the terms of the Intercreditor Agreement. The Issuer Trustee and the Issuers hereby acknowledges acknowledge and agrees agree that the Indenture Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee Collateral Agent to enter into the Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take ; provided, however, that if any and all actions reasonably required to cause of the provisions of the Security Documents to create and maintain at all timeslimit, as security for qualify or conflict with the Secured Obligations duties imposed by the provisions of the Issuer hereunderTIA, a valid and enforceable perfected Lien on the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all of documents delivered to the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under Collateral Agent pursuant to the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall will do or cause to be done, at its sole cost and expense, done all such actions acts and things as may be necessary, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Indenture Trustee and the Collateral Agent the security interests interest in the Collateral contemplated hereby and hereby, by the Security DocumentsDocuments or any part thereof, as from time to time constituted, so as to render the Collateral same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose purposes herein expressed. Holdings shall take, and therein expressedshall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the Collateral to secure the First-Priority Lien Obligations. Notwithstanding the foregoing, the Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Second-Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12.
(b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the Xxxxxx Canada Entities) that are owned by Holdings or any Guarantor will constitute Collateral only to the extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);
(i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary (other than the Xxxxxx Canada Entities) due to the fact that such Subsidiary’s Capital Stock and securities secure the Notes, the performance of Guaranteed Obligations of the Issuers or any Guarantee, then the Capital Stock and securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the second-priority security interests on the shares of Capital Stock and securities that are so deemed to no longer constitute part of the Collateral); and
(ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).
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Samples: Indenture (Borden Chemical Inc)
Collateral and Security Documents. (a) The due and punctual payment of the principal of, premium of and interest on the Notes when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at the Maturity Datematurity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Guaranteed Obligations of the Company and the Guarantors to the Holders Holders, the Trustee or the Indenture Notes Collateral Trustee and all other Obligations under this Indenture, the Notes Notes, the Intercreditor Agreement and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Guaranteed Obligations and such other Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant subject to the terms of the Security DocumentsIntercreditor Agreement. Each Holder, by accepting a NoteNote and the benefits of this Indenture, consents and agrees (subject to Section 4.11) to the terms of the Collateral Trust Agreement and the other Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and this IndentureIndenture and the Intercreditor Agreement, and authorizes and directs the Indenture Notes Collateral Trustee to enter into the Collateral Trust Agreement, the other Security Documents and, subject to and the provisions of this Indenture, Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer Company shall take deliver to the Trustee (if the Trustee is not itself then the Notes Collateral Trustee) copies of all documents delivered to the Notes Collateral Trustee pursuant to the Security Documents and the Intercreditor Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security 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 Indenture and of the Notes, according to the intent and purposes herein expressed. Subject to the terms of and solely to the extent set forth in this Indenture and the applicable Security Documents, the Company shall take, and shall cause Intermediate Holdings and the Subsidiaries of the Company to take, any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, of the Notes Company and the other Security DocumentsGuarantors hereunder, a valid and enforceable, enforceable perfected (except as expressly provided herein or therein) Lien and security interests interest in and on all of the CollateralCollateral (subject to the terms of the Intercreditor Agreement), in favor of the Indenture Notes Collateral Trustee for the benefit of the Trustee, superior to the Holders and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of Secured Parties under the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.
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Collateral and Security Documents. The (a) In order to secure the due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this IndentureNotes, the Notes Issuer, the Guarantors and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder Subordinated Guarantor have entered or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to will enter into the Security Documents and, subject to create the provisions Second Priority Liens on the Collateral in accordance with the terms thereof. In the event of a conflict between the terms of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement, the Security Documents and the Intercreditor Agreement shall control.
(b) Each Holder of a Note, by accepting such Note, agrees to create all of the terms and maintain at all timesprovisions of the Security Documents and the Intercreditor Agreement.
(c) From and after the Issue Date, if the Issuer, any Guarantor or the Subordinated Guarantor creates any additional security interest in or Lien on any asset or property to secure any First Priority Obligation, it must, unless (i) such asset or property is within the meaning of Excluded Collateral or (ii) the financial statements described in the second sentence of the definition of Excluded Collateral would be required as a result of such grant, concurrently grant, pursuant to the Security Documents, a Second Priority Lien (subject only to First Priority Liens and Permitted Liens), to the same extent as the Second Priority Liens granted on the Issue Date, upon such asset or property as security for the Secured Obligations Notes, the Guarantees and the Subordinated Guarantee and take all such actions (including the filing and recording of financing statements, Mortgages and other documents) that may be required under any applicable law, or which the Collateral Agent or Trustee may reasonably request to perfect such Second Priority Lien, all at the expense of the Issuer hereunderIssuer, the Guarantors and the Subordinated Guarantor, including reasonable fees and expenses of counsel incurred by the Trustee and the Collateral Agent in connection therewith. If granting or perfecting any Second Priority Lien described in the previous sentence requires the consent of a valid and enforceable third party, the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, will use commercially reasonable efforts to obtain such consent with respect to the granting or perfecting of such Second Priority Lien, but if the third party does not consent to the granting or perfecting of the Second Priority Lien after the use of commercially reasonable efforts, none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to do so. Also, if a Second Priority Lien in the asset or property to be subject to such Second Priority Lien cannot be granted or perfected under applicable law, none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to grant such Second Priority Lien. The Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, will have 60 days after the date such supplemental indenture shall be signed to complete those actions required to perfect the Second Priority Liens on the portion (if any) of such assets or property consisting of real property. To the extent consents are required from third parties in order to grant or perfect a Second Priority Lien on all such real property, the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, shall have 90 days after the date of such supplemental indenture to obtain any such consent; PROVIDED, HOWEVER, that if the third party does not consent to such a waiver, after the use of commercially reasonable efforts on the part of such Subsidiary, then none of the CollateralIssuer, the Guarantors or the Subordinated Guarantor will be required to grant or perfect a Second Priority Lien on such property. Finally, to the extent a separate notation in favor of the Indenture Trustee Collateral Agent for the benefit of the Holders as holders of Second Priority Liens is required by law to be noted on a certificate of title issued under the Security Documentscertificate of title or similar laws of any state for any such asset or property, the Issuer, such Guarantor or the Subordinated Guarantor shall have nine months from the date of such supplemental indenture to perfect such Second Priority Lien; PROVIDED that the Subordinated Guarantor has no obligation to obtain any such certificate of title unless required to do so under the Credit Agreement. The Issuer hereby covenant (A) shall, and shall cause each Guarantor and the Subordinated Guarantor, to perform and observe its comply with their obligations under the Security Documents and (BSection 5(k) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressedPurchase Agreement.
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