Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 6 contracts
Samples: Indenture (Comdisco Holding Co Inc), Comdisco Holding Co Inc, Comdisco Inc
Collateral Documents. The due Each Lender hereby further authorizes Administrative Agent, on behalf of and punctual payment for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.4, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.4) have otherwise consented. Anything contained in any of the principal Credit Documents to the contrary notwithstanding, Company and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and interest agreed that all powers, rights and premium, if anyremedies hereunder may be exercised solely by Administrative Agent, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal behalf of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent, and (ii) in the event of a foreclosure by Administrative Agent on any of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentsa public or private sale, and shall do Administrative Agent or cause to be done all such acts and things as any Lender may be necessary the purchaser of any or properall of such Collateral at any such sale and Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or as may Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be required by entitled, for the provisions purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Documents or as may be reasonably requested in writing by the Trusteesold at any such public sale, to assure use and confirm to apply any of the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents Obligations or any part thereof, other amount due hereunder as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request a credit on account of the Trustee, purchase price for any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral collateral payable by Administrative Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensat such sale.
Appears in 5 contracts
Samples: Credit Agreement (FlexShopper, Inc.), Credit Agreement (FlexShopper, Inc.), Credit Agreement (FlexShopper, Inc.)
Collateral Documents. The due Each Lender hereby further authorizes Collateral Agent, on behalf of and punctual payment for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.5, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented. Anything contained in any of the principal Credit Documents to the contrary notwithstanding, Company, the Agents and each Lender hereby agree that (a) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and interest agreed that all powers, rights and premium, if anyremedies hereunder may be exercised solely by Collateral Agent, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal behalf of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (b) in the event of a foreclosure by Collateral Agent on any of the Collateral Documents and authorizes and directs the pursuant to a public or private sale, Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as any Lender may be necessary the purchaser of any or properall of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or as may Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be required by entitled, for the provisions purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Documents or as may be reasonably requested in writing by the Trusteesold at any such public sale, to assure use and confirm to apply any of the Trustee and Obligations or any other amount due hereunder as a credit on account of the purchase price for any collateral payable by Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensat such sale.
Appears in 4 contracts
Samples: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital Inc)
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium(including Additional Amounts, if any, ) on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the Issuers have entered into simultaneously with terms of the execution Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture Indenture, the Collateral Documents and which are listed on Exhibit B heretothe First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents First Lien Intercreditor Agreement, and authorizes and directs the each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee each Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral DocumentsDocuments to which such Notes Collateral Agent is a party, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm provide to the Trustee and the Notes Collateral Agent Agents the security interest in the Note Collateral contemplated hereby and and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeSubject to the Applicable Collateral Limitations, or the Company shall, and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeCompany to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Issuers hereunderCompany and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agent Agents for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 4 contracts
Samples: Bausch Health Companies (Bausch Health Companies Inc.), Bausch Health Companies (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Note Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements, each as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the Permitted Junior Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuers Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 18.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeOn or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, or shall cause the Company and the Note Guarantors shall, at their Subsidiaries that are party to one or more Collateral Documents to takesole expense, upon request of the Trustee, execute any and all actions further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably required request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to cause make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to create and maintain, as security for be taken with respect to the Obligations perfection of the Issuers hereunder, a valid and enforceable perfected Lien security interests in and on all the Note Collateral, in favor of the Collateral Agent for to the benefit of extent such actions are not required to be taken with respect to the Holders of Notes with the priority required Credit Agreement. Such security interest and Liens will be created under the Collateral Documents, subject to Permitted LiensDocuments and other security agreements and other instruments and documents.
Appears in 4 contracts
Samples: First Supplemental Indenture (Invacare Corp), First Supplemental Indenture (Invacare Corp), Invacare Corp
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium(including Additional Amounts, if any, ) on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Priority Intercreditor Agreement. The Trustee and the Issuers have entered into simultaneously with hereby acknowledge and agree that the execution Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Holders and which are listed on Exhibit B heretothe Trustee and pursuant to the terms of the Collateral Documents and the First Priority Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer shall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 4 contracts
Samples: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Inc.)
Collateral Documents. (a) The due Security Agreement and punctual payment each other Security Document is, or upon execution, will be, effective to create in favor of the principal Collateral Agent, for the benefit of the Secured Parties, a valid security interest in the Collateral described therein and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium proceeds thereof (to the extent permitted by lawa security interest can be created therein under the UCC), if any, on . In the Notes and performance of all other obligations case of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided pledged equity interests described in the Collateral Documents which Security Agreement, when stock or interest certificates representing such pledged equity interests (along with properly completed stock or interest powers endorsing the Issuers have entered into simultaneously with pledged equity interest and executed by the execution owner of this Indenture and which such shares or interests are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral DocumentsAgent), 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 in the provisions case of the other Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest described in the Note Collateral Security Agreement or any other Security Document (other than deposit accounts and Motor Vehicles), when financing statements in appropriate form are filed in the appropriate offices, all other filings and recordations contemplated hereby and by the Collateral Documents or any part thereofare properly filed and recorded, as from time to time constitutedthe Collateral Agent, so as to render the same available for the security and benefit of this Indenture the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintainproceeds thereof, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note CollateralObligations, in favor each case prior and superior in right to any other Person (except Liens permitted by Section 7.03 which by operation of law or contract would have priority over the Liens securing the Obligations). In the case of Collateral that consists of deposit accounts, when a control agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent Agent, for the benefit of the Holders Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of Notes with the priority required Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable control agreement with respect to the financial institution party thereto. In the case of Collateral Documentsthat consists of Motor Vehicles, subject when the recordation or notation of the Collateral Agent’s security interest on the certificates of title or ownership in respect of such Motor Vehicle is made, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to Permitted Liensany other Person (except Liens permitted by Section 7.03 which by operation of law or contract would have priority over the Liens securing the Obligations).
Appears in 4 contracts
Samples: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
Collateral Documents. The due (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or Article XII shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and punctual payment perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the principal of and interest and premiumCollateral purported to be covered thereby, if anysubject to Liens permitted under Section 7.01, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (except to the extent permitted by law), if any, on that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the Notes and performance of all other obligations failure of the Issuers to the Holders of Notes Collateral Agent or the Trustee trustee under this the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in pledged under the Collateral Documents which the Issuers have entered into simultaneously with the execution or to file Uniform Commercial Code amendments relating to a Loan Party’s change of this Indenture and which are listed on Exhibit B hereto. Each Holder name or jurisdiction of Notes, by its acceptance thereof, consents and agrees formation (solely to the terms of extent that the Borrower provides the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Agent written notice thereof in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Loan 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries Borrower have agreed that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the benefit extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Holders Equity Interests of Notes with the priority required under Borrower ceasing to be pledged pursuant to the Collateral Documents, Security Agreement free of Liens other than Liens subject to Permitted Liens.the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, any other Customary Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; or
Appears in 4 contracts
Samples: Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, Inc.), Credit Agreement (ATD Corp)
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if anyinterest, the Waiver Fee and any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium on the Convertible Notes (to the extent permitted by law), if any, on the Notes Law) and performance of all each and every other obligations obligation of every nature of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee Collateral Agent under this Indenture Agreement, the Convertible Notes, the Note Guarantees, the Collateral Documents and the Notesother Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor and Subordination Agreements. Without limiting the generality of the foregoing, the Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Fundamental Change Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Documents which or the Issuers have entered into simultaneously with Term Loan Documents (other than the execution “Warrant” as defined in the “Initial Credit Agreement” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Indenture Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The parties hereto hereby acknowledge and which are listed on Exhibit B heretoagree that the Collateral Agent holds the Collateral as defined in each of the Collateral Documents in trust for the benefit of the Collateral Agent and the Holders and pursuant to the terms of the Collateral Documents and the Intercreditor and Subordination Agreements (if any). Each Holder of Notes(including the Purchasers), by its acceptance thereofaccepting a Convertible Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Note Collateralthe Intercreditor and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the terms of the Collateral Documents Intercreditor and Subordination Agreements (if any), and authorizes and directs the Collateral Agent to enter into the Collateral Documents, the Note Documents and the Intercreditor and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer on its own behalf or on the behalf of the Guarantors shall deliver (or cause to be delivered) to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 11.4, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents and the other Note 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 Agreement and of the Convertible Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Note Parties shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer and the Guarantors to the Collateral Agent, the Purchasers, the Holders and any other Secured Parties under this Agreement, the Convertible Notes, the Note Guarantees, the Collateral Documents and the Note Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral intended to be granted pursuant to the terms of the Collateral Documents (subject to the terms of the Intercreditor and Subordination Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under and the Collateral Documents, Agent subject to no Liens other than Permitted Liens. In addition, in the event the Issuer or any Guarantor takes any action to grant or perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent without request of the Collateral Agent.
Appears in 4 contracts
Samples: Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.), Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.), Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.)
Collateral Documents. (a) The due and punctual payment of inter alia the principal of and principal, interest and premium, if any, and any other amounts due on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Secured Obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which Documents. The Trustee and the Issuers have entered into simultaneously with Company hereby acknowledge and agree that the execution Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of this Indenture (i) the Trustee and which are listed on Exhibit B heretothe Holders, in each case pursuant to the terms of the Collateral Documents, and (ii) if so required to give effect to any provisions of the Intercreditor Agreement, the Collateral Agent under the Credit Agreement and the other Lender Parties thereto. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note (or a beneficial interest therein), consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee (if it is not then the Notes Collateral Agent) copies of all documents delivered to the Notes Collateral Agent pursuant to the Collateral Documents, Documents and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 10.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or and shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintainmaintain (to the extent contemplated hereunder or thereunder), as security for the Secured Obligations of the Issuers hereunderCompany and the Guarantors, a valid and enforceable perfected Lien and security interest (subject to Permitted Senior Liens) in and on all the Note Collateral, in favor of the Trustee or the Notes Collateral Agent for the benefit of the Holders of Holders; it being understood that the Trustee and Notes Collateral Agent shall have no duty with the priority required under the Collateral Documents, subject respect to Permitted Lienssuch actions.
Appears in 3 contracts
Samples: Supplemental Indenture (Foster Wheeler Inc), Supplemental Indenture (Foster Wheeler LTD), Supplemental Indenture (Foster Wheeler Inc)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee Obligations under this Indenture and Indenture, the Notes, according to the terms hereunder or thereunderSecurity Documents and the Registration Rights Agreement, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSecurity Documents. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentsshall, and shall cause each of the 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeSecurity Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereofSecurity Documents, 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 by the Collateral Documentshereby, according to the intent and purposes herein and therein expressed. The Issuers shall takeshall, or and shall cause their each of the Restricted Subsidiaries that are party to one or more Collateral Documents to to, take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Security Documents to create and maintain, as security for the Obligations of under this Indenture, the Issuers hereunderNotes, a the Security Documents and the Registration Rights Agreement, valid and enforceable enforceable, perfected Lien (except as expressly provided herein or therein) Liens in and on all the Note Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral Agent for may be subordinated pursuant to the benefit terms of the Holders Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and shall cause each of Notes with the priority required under Restricted Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the Collateral Documents, subject to Permitted Liensdefinition of "Excluded Assets."
Appears in 3 contracts
Samples: Indenture (Majestic Star Casino LLC), Indenture (Majestic Investor Capital Corp), Pledge and Security Agreement (Majestic Investor Capital Corp)
Collateral Documents. The due and punctual payment of the principal of of, premium, if any, and interest and premium(including Additional Amounts), if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest and premium (to the extent permitted by law)interest, if any, on the Notes and performance of all other obligations Obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes and the Notesother Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the First Priority Notes Obligations, subject to the terms of the Collateral Trust Agreement and any Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Collateral Trustee holds the Collateral in trust and, for the purposes of Swedish law, as agent for the benefit of, among others, the Holders and the Trustee and pursuant to the terms of the Collateral Trust Agreement, the other Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoany Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the Collateral Trust Agreement) (including the provisions providing for the possession, use, release and foreclosure of Collateral and release the creation of Note Collateralthe Parallel Obligation) as the same may be in effect or may be amended from time to time in accordance with the their terms of and this Indenture, the Collateral Documents Trust Agreement and any Intercreditor Agreement, and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and any Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Collateral Trustee copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.01, to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeCompany shall, or and shall cause their Subsidiaries that are party to one or more Collateral Documents to takethe Guarantors to, upon request of the Trustee, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction of the applicable Grantor, including in respect of a Jersey Security Agreement, to take any and all actions required to allow the Collateral Trustee to register financing statements in relation to each Jersey Security Agreement on the Jersey Security Interests Register and payment of associated fees)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany and the Guarantors to the First Priority Notes Secured Parties under the Notes Documents, a valid and enforceable perfected (to the extent applicable in the relevant jurisdiction) Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Collateral Trust Agreement, any Intercreditor Agreement and the other Collateral Documents), in favor of the Collateral Agent Trustee for the benefit of of, among others, the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 3 contracts
Samples: Indenture (Concordia International Corp.), Indenture (Concordia Investment Holdings (Jersey) LTD), Indenture (Concordia International Corp.)
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium(including Additional Amounts, if any, ) on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuers have entered into simultaneously with hereby acknowledge and agree that the execution Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Holders and which are listed on Exhibit B heretothe Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent and the Trustee to enter into (including by way of joinder or accession and by way of appointing the Existing Second Lien Notes Collateral Agent to serve as representative of the Collateral Agent) the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer shall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. The Issuer shall, and shall cause the Subsidiaries of Notes with the priority required Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to create and maintain, as security for the Obligations of the THI Notes Issuer under the Existing THI Notes and the THI Notes Guarantors and under the Existing THI Notes, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral Documents, (subject to Permitted Liensthe terms of the applicable Intercreditor Agreement and any security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the THI Notes Trustee for its benefit and the benefit of the holders of the Existing THI Notes, in all or any portion of the Shared Collateral).
Appears in 3 contracts
Samples: Indenture (Restaurant Brands International Limited Partnership), Restaurant Brands International Limited Partnership, Restaurant Brands International Inc.
Collateral Documents. The due Each Lender hereby further authorizes Collateral Agent, on behalf of and punctual payment for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.5, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented. Anything contained in any of the principal Credit Documents to the contrary notwithstanding, Company, the Agents and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and interest agreed that all powers, rights and premium, if anyremedies hereunder may be exercised solely by Collateral Agent, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal behalf of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral Documents pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and authorizes Collateral Agent, as agent for and directs representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations or any other amount due hereunder as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale. Notwithstanding any other provision of the Credit Documents, prior to consummating any such public or private sale, the Collateral Agent to enter into shall provide the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes Class B Revolving Lenders with the priority required under right (exercisable for a period of one (1) Business Day after written notice) to purchase any such Collateral for cash in immediately available funds at a price equal to $0.03125 higher than the Collateral Documents, subject to Permitted Liensnext highest legitimate and observable third-party bid.
Appears in 3 contracts
Samples: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital, Inc.)
Collateral Documents. The due and punctual payment of the principal Principal of and interest and premiumInterest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium Late Charges (to the extent permitted by law), if any, and any other amounts due on the Notes and performance of all other obligations of the Issuers Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the any Collateral DocumentsDocument, 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 any Collateral Documents or as may be reasonably requested in writing by the TrusteeDocument, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Pledged Collateral contemplated hereby and hereby, by the any Collateral Documents Document 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 Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Note Pledged Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Holders of Notes with and other Indebtedness subject to the priority required under Pledge Agreement superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the Guarantors shall pledge as additional Collateral Documentsall After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral.
Appears in 2 contracts
Samples: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes Securities when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes Securities and performance of all other obligations Obligations of the Issuers Company to the Holders of Notes or the Trustee under this Indenture and the NotesSecurities, according to the terms hereunder or and thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoSecurity Documents. Each Holder of NotesHolder, by its acceptance thereofof a Security, consents and agrees to the terms of the Collateral Security Documents (including, without limitation, the provisions providing for foreclosure foreclosures and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents thereof and hereof and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver Subject to the Trustee copies of all documents delivered to Permitted Liens, the Collateral Agent pursuant to the Collateral Documents, and shall Company 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeSecurity Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest interests in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereofSecurity Documents, 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 Securities secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Subject to the Permitted Liens, the Company shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Security Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany under this Indenture and the Securities, a valid valid, binding, enforceable, and enforceable perfected Lien (except as expressly provided therein), Liens in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral DocumentsTrustee, and subject to no other Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Indenture (All Star Gas Corp), Indenture (All Star Gas Corp)
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuers Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer shall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Second Agreement (H. J. Heinz Corp II), Indenture (Heinz H J Co)
Collateral Documents. The due and punctual payment At Closing, the Collateral Documents will be effective to create in favor of the principal Collateral Agent, for the benefit of the Secured Parties (as defined in the Indenture), valid security interests (subject only to Permitted Liens) in the Collateral described therein and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (proceeds thereof subject to the extent permitted by effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, administration. examinership and other similar laws relating to or affecting creditors’ rights generally and equitable principles (whether considered in a proceeding in equity or law), if any, on or other applicable Enforceability Exception. In the Notes case of any pledge of certificated Equity Interests and performance any pledge of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided Indebtedness described in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of NotesDocuments, by its acceptance thereof, consents and agrees when stock certificates representing such pledged pursuant to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure General Security Agreement and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver promissory notes pledged pursuant to the Trustee copies of all documents General Security Agreement are delivered to the Collateral Agent duly endorsed in blank, in the case of deposit accounts or securities accounts located in the United States, upon the execution and delivery of control agreements, and in the case of the other Collateral described in the Collateral Documents, when financing statements, particulars and other filings and notifications required on the Closing Date or otherwise in appropriate form are filed in the appropriate offices or notification sent to third parties, the Liens granted pursuant to the Collateral DocumentsDocuments constitute a fully perfected Lien on, and shall do or cause first ranking priority (subject only to be done Permitted Liens) security interest in, all such acts right, title and things as may be necessary or proper, or as may be required by the provisions interest of the Issuer and each Guarantor in such Collateral Documents or as may be reasonably requested in writing by and the Trusteeproceeds thereof, to assure the extent such Collateral and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and proceeds can be perfected by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintainsuch actions, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensthe effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, administration, examinership and other similar laws relating to or affecting creditors’ rights generally and equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Subscription Agreement (Global Crossing Airlines Group Inc.), Subscription Agreement (Global Crossing Airlines Group Inc.)
Collateral Documents. The due and punctual payment of Each Lender hereby further authorizes the principal Administrative Agent, on behalf of and interest and premiumfor the benefit of Lenders, if any, on the Notes when and to enter into each Collateral Document as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption secured party or otherwisebeneficiary (as applicable), and interest on the overdue principal of and interest and premium (each Lender agrees to the extent permitted be bound by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder of each Collateral Document; provided that the Administrative Agent shall not (i) enter into or thereunderconsent to any material amendment, shall be secured modification, termination or waiver of any provision contained in any Collateral Document, or (ii) release any Collateral (except as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, the Administrative Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or in connection with any Indebtedness secured by a Permitted Lien or to which the Lenders have otherwise consented in accordance with subsection 9.6. In connection with any disposition or release of any Collateral pursuant to the terms of any Loan Document, at the Borrowers’ request and expense, the Administrative Agent shall (without recourse and without any representation or warranty) execute and deliver to the Borrowers such documents (including UCC-3 termination statements) as the Borrowers’ may reasonably request to evidence or effect such disposition or release. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent and each Lender hereby agree that (X) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time exercised solely by the Administrative Agent for the benefit of Lenders in accordance with the terms thereof, and (Y) in the event of a foreclosure by the Administrative Agent on any of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to a public or private sale, the Collateral Documents, and shall do Administrative Agent or cause to be done all such acts and things as any Lender may be necessary the purchaser of any or properall of such Collateral at any such sale and the Administrative Agent, as agent for and representative of Lenders (but not any Lender or as may Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be required by entitled, for the provisions purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Documents or sold at any such public sale, to use and apply any of the Obligations as may be reasonably requested in writing a credit on account of the purchase price for any collateral payable by the Trustee, to assure and confirm to the Trustee and the Collateral Administrative Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensat such sale.
Appears in 2 contracts
Samples: Construction Loan Agreement (Las Vegas Sands Corp), Construction Loan Agreement (Las Vegas Sands Inc)
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Subsidiary Guarantors to the Holders holders of the Outstanding Notes or the Trustee under this Indenture Indenture, the Guarantees and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments, subject to Section 15.4 hereof. Each Holder holder of the Outstanding Notes, by its acceptance thereofof a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents thereof and hereof and authorizes and directs the Collateral Agent Trustee to enter into each of the Collateral Documents (including the Intercreditor Agreement) and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Company and each Subsidiary Guarantor 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereofDocuments, 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 by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company and each Subsidiary Guarantor shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, take any and all actions necessary, or reasonably required requested by the Trustee, to cause the Collateral Documents to create and maintain, as security for of the Obligations of the Issuers hereunderCompany and each Subsidiary Guarantor under this Indenture and the Notes, a valid and enforceable enforceable, perfected Lien (except as expressly provided therein), Liens in and on all the Note Collateral (and in all assets and properties of the Company and any Subsidiary Guarantor, whether real, personal or mixed, tangible or intangible, which under this Indenture or any Collateral Documents is required to be included in the Collateral), in favor of the Trustee, superior to and prior to the rights of all third Persons except as permitted by Section 12.9 and the Collateral Agent for Documents (including pari passu Indebtedness permitted under the benefit Intercreditor Agreement). Unless an Event of Default shall have occurred and be continuing, the Trustee shall (in the absence of bad faith) not be required to take any action, or to require the Company to take any action, to maintain the priority or perfection of any Liens in the Collateral, other than as set forth in the following two sentences. In the event that the Trustee receives an Opinion of Counsel or an Officer’s Certificate or a written notice from the Company or any holder of Outstanding Notes delivered pursuant to this Indenture requesting the Trustee to take any action, or stating that any action is required to be taken, in order to maintain the priority or perfection of any of the Holders Liens of Notes with the priority required under Trustee in the Collateral, the Trustee shall take such actions, or cause such actions to be taken, as are set forth in such Opinion of Counsel, Officer’s Certificate or written notice. The Trustee shall be deemed not to know of any change in the law requiring the taking of such action unless such change is set forth in a subsequent Opinion of Counsel or Officer’s Certificate delivered pursuant to this Indenture or the Collateral Documents, subject to Permitted LiensDocuments or a written notice from the Company or holder of Outstanding Notes.
Appears in 2 contracts
Samples: Indenture (MGM Mirage), Indenture (MGM Mirage)
Collateral Documents. The due and punctual payment As of the principal of and interest and premiumDebt Assumption, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 applicable Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents effective to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Administrative Agent for the benefit of the Holders Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Prior Liens) on all right, title and interest of Notes with the priority required under respective Loan Parties in the Collateral described therein (it being understood, acknowledged and agreed by all parties to this Agreement and the other Loan Documents, and notwithstanding anything contained herein or the other Loan Documents to the contrary, that (I) the perfection of security interests in the Collateral (other than any security interest in the Collateral which may be perfected by the filing of a UCC financing statement) will not constitute a condition precedent to the Debt Assumption on the Debt Assumption Date, but such security interests will be required to be perfected, (x) with respect to certificated equity interests in the Post-Assumption Guarantors, within five Business Days (or such later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date, (y) with respect to Collateral consisting of intellectual property (other than any intellectual property with respect to which a security interest may be perfected by the filing of a UCC financing statement), within five Business Days (or such later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date and (z) with respect to all other Collateral, within 90 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date (in the case of each of the foregoing clauses (x)-(z), subject to Permitted Liensarrangements mutually agreed by the Arrangers and BellRing Brands and subject to extensions in the discretion of the Arrangers)) and (II) the creation or perfection of security interests in real property will not constitute a condition precedent to the Debt Assumption on the Debt Assumption Date, but such security interests will be required to be created and perfected within 90 days (or such later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date).
Appears in 2 contracts
Samples: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee Noteholder Secured Parties under this Indenture Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuers have entered into simultaneously with and the execution Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Noteholder Secured Parties pursuant to the terms of the Collateral Documents and which are listed on Exhibit B heretothe Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.01, to assure and confirm to the Trustee and the Notes Collateral Agent the first-priority security interest in the Note Collateral contemplated hereby and Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeand the Guarantors shall, or and the Company shall cause their its Subsidiaries that are party to one or more Collateral Documents to taketo, upon request of the Trustee, take any and all actions reasonably and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, Noteholder Secured Parties subject to Permitted Liens.no Liens other than Permitted
Appears in 2 contracts
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes Securities and performance of all other obligations of the Issuers Company to the Holders of Notes or the Trustee under this Indenture and the NotesSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments. Each Holder of NotesHolder, by its acceptance thereofof a Security, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents thereof and hereof and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents Intercreditor Agreement and to perform its obligations and exercise its respective rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall Company 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee Collateral Agent, for the benefit and security of the Collateral Agent Holders, the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereofincluding, as from time to time constitutedthe Trust Estate, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed, subject to the Intercreditor Agreement. The Issuers Company shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations obligations of the Issuers hereunderCompany under this Indenture and the Securities, a valid and enforceable enforceable, perfected Lien (except as expressly provided therein) Liens in and on all the Note CollateralCollateral and such property, in favor of the Collateral Agent Agent, for the benefit and security of the Holders Holders, superior to and prior to the rights of Notes with the priority required under all third persons, and subject to no other Liens, other than as provided herein, in the Collateral Documents, subject to Permitted Liensand in the Intercreditor Agreement.
Appears in 2 contracts
Samples: Partner Guaranty Agreement (Huntway Partners L P), Partner Guaranty Agreement (Huntway Partners L P)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumAccreted Value of, premium if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors, as the case may be, to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes and the NotesNote Guarantees, according to the terms hereunder or thereunder, shall be secured secured, subject to the Intercreditor Agreement, as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, initially appoints Citibank, N.A. (not in its individual capacity but solely as Collateral Agent) to act as the terms of the “Collateral Documents Agent” thereunder and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Trustee to perform its obligations enter into the Intercreditor Agreement on the terms set forth in the Collateral Documents and exercise its rights thereunder in accordance therewithIntercreditor Agreement. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and Company 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 Collateral Documents or as may be reasonably requested in writing by and the TrusteeIntercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed, subject to the Intercreditor Agreement. The Issuers Company shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents the Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations obligations of the Issuers Company and Guarantors hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral DocumentsAgent, subject to Permitted Liensthe terms set forth in the Intercreditor Agreement, superior to and prior to the rights of all third Persons other than as set forth in the Intercreditor Agreement and Liens permitted under Section 4.09(4). In the event of a conflict between this Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall govern.
Appears in 2 contracts
Samples: Indenture (Nii Holdings Cayman LTD), Indenture (Nii Holdings Inc)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumLiquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes and the NotesNote Guarantees, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers have entered Company and the Guarantors, as applicable, will enter into simultaneously with on the execution of this Indenture and which are listed on Exhibit B heretoAcquisition Date. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Trustee for the benefit of the Holders of the Notes and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers shall Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall Company will take, or shall and will cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder, a valid and enforceable perfected second priority Lien in and on all the Note Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes with the priority required under and the Collateral DocumentsAgent, superior to and prior to the rights of all third Persons and subject to no other Liens other than First Lien Obligations and Permitted Liens.
Appears in 2 contracts
Samples: Stratosphere Leasing, LLC, American Real Estate Partners L P
Collateral Documents. The due Each Lender hereby further authorizes Collateral Agent, on behalf of and punctual payment for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.5, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented. Anything contained in any of the principal Credit Documents to the contrary notwithstanding, Company, the Agents and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and interest agreed that all powers, rights and premium, if anyremedies hereunder may be exercised solely by Collateral Agent, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal behalf of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral Documents pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and authorizes Collateral Agent, as agent for and directs representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations or any other amount due hereunder as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale. Notwithstanding any other provision of the Credit Documents, prior to consummating any such public or private sale, the Collateral Agent to enter into shall provide the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes Class B Lenders with the priority required under right (exercisable for a period of one (1) Business Day after written notice) to purchase any such Collateral for cash in immediately available funds at a price equal to $0.03125 higher than the Collateral Documents, subject to Permitted Liensnext highest legitimate and observable third-party bid.
Appears in 2 contracts
Samples: Credit Agreement (On Deck Capital Inc), Credit Agreement (On Deck Capital Inc)
Collateral Documents. The due and punctual payment of the principal of and of, interest and premiumadditional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, interest and premium (to the extent permitted by law)additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Issuers Company and the Restricted Subsidiaries to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents which define the Issuers have entered into simultaneously with terms of the execution of Lien that secures the Obligations under this Indenture and which are listed the Notes and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on Exhibit B heretoa first-priority basis subject to the terms of the Collateral Documents. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Collateral Documents (including, without limitation, including the provisions providing for foreclosure the exercise of remedies and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents its terms, and authorizes and directs the Collateral Agent Trustee to enter into the Intercreditor and Collateral Documents and Agency Agreement, to perform its or cause to be performed obligations and exercise its rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. The Issuers Each Holder, by its acceptance of a Note, consents and agrees to the Collateral and Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to the Trustee copies of all documents delivered from time to time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral DocumentsAgency Agreement, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 11.1, to assure and confirm to the Trustee and the Liens upon the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured by the Collateral Documentshereby, according to the intent and purposes herein and therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any Company and all actions reasonably required to cause the Restricted Subsidiaries hereby acknowledge and agree that the Collateral Documents to create and maintain, as security Intercreditor Agent holds the Collateral for the Obligations of ratable benefit of, and as agent for, the Issuers hereunder, a valid Holders and enforceable perfected Lien in and on all the Note Collateral, in favor Trustee subject to the terms of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 2 contracts
Samples: Indenture (Iusacell S a De C V), Indenture (Mexican Cellular Investments Inc)
Collateral Documents. The In order to secure the due and punctual payment of the principal of or premium, if any, and interest and premiumAdditional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, on any Asset Sale Offer Payment Date, Excess Loss Proceeds Payment Date, Excess Cash Flow Offer Date or Change of Control Purchase Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law)) interest and Additional Interest, if any, on the Notes and the performance of all other obligations Obligations of each of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and Indenture, the Notes, according to the terms hereunder or thereunderGuarantees, shall be secured and any other documents contemplated hereby, as provided in the case may be, the Issuers, the Guarantors, the Collateral Documents which Agent and the Issuers Trustee, as applicable, have entered into simultaneously with the execution of this Indenture entered into the Collateral Documents to create the security interests and which are listed on Exhibit B heretofor related matters. Each Holder The Trustee, the Issuers and the Guarantors each hereby agree that the Collateral Agent and Trustee hold their interest in the Collateral in trust for their benefit and for the benefit of Notes, by its acceptance thereof, consents and agrees the Holders pursuant to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms Documents. Each of the Collateral Documents Issuers and authorizes the Guarantors covenants and directs the Collateral Agent to enter into the Collateral Documents agrees that it shall execute, acknowledge and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentssuch further assignments, transfers, assurances or other instruments 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, proper to assure and confirm to the Trustee and the Collateral Agent the security and Trustee their interest in the Note Collateral contemplated hereby and by the Collateral Documents Collateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Collateral Documents so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensNotes.
Appears in 2 contracts
Samples: Security Agreement and Fixture Filing (Trump Indiana Inc), Priority Intercreditor Agreement (Trump Indiana Inc)
Collateral Documents. The due Each Lender hereby further authorizes Administrative Agent to enter into each Collateral Document as secured party on behalf of and punctual payment for the benefit of Lenders and the other beneficiaries named therein and agrees to be bound by the terms of each Collateral Document; provided that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document without the prior consent of the principal of and interest and premiumRequisite Lenders (or, if anyrequired pursuant to subsection 9.6, on all Lenders); provided further, however, that, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to effect the Notes when and as release of any asset constituting Collateral from the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption Lien of the applicable Collateral Document in the event that such asset is sold or otherwise, and interest on the overdue principal otherwise disposed of and interest and premium (in a transaction effected in accordance with subsection 6.7 or to the extent permitted otherwise required by law), if any, on any Collateral Document or the Notes and performance of all other obligations Intercreditor Agreement. Anything contained in any of the Issuers Loan Documents to the Holders contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of Notes or the Trustee Collateral under this Indenture any Collateral Document, it being understood and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in agreed that all rights and remedies under the Collateral Documents which may be exercised solely by Administrative Agent for the Issuers have entered into simultaneously benefit of Lenders and the other beneficiaries named therein in accordance with the execution of this Indenture terms thereof and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and Intercreditor Agreement. Each Lender hereby further authorizes and directs the Collateral Administrative Agent to enter into such amendments to and amendments and restatements of and any other modifications to each Collateral Document, the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIntercreditor Agreement, any other applicable intercreditor agreement relating to any First Lien Credit Agreement or Permitted Indebtedness and all actions reasonably required to cause the Collateral Documents to create any other documents and maintain, instruments as security for the Obligations secured party on behalf of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of Lenders and the Holders of Notes other beneficiaries named therein, in each case as shall be necessary or advisable in connection with the priority required under Intercreditor Agreement and the Collateral Documentsincurrence of Permitted Indebtedness to effectuate the terms thereof and hereof, subject and each Lender hereby agrees to Permitted Liensbe bound by the terms thereof.
Appears in 2 contracts
Samples: Credit Agreement (Decrane Aircraft Holdings Inc), Credit Agreement (Decrane Holdings Co)
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium(including Additional Amounts, if any, ) on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Bank Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Bank Intercreditor Agreement. The Trustee and the Issuers have entered into simultaneously with hereby acknowledge and agree that the execution Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Holders and which are listed on Exhibit B heretothe Trustee and pursuant to the terms of the Collateral Documents and the Bank Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer shall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Bank Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. The Issuer shall, and shall cause the Subsidiaries of Notes with the priority required Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to create and maintain, as security for the Obligations of the Existing Notes Issuer and the Existing Notes Guarantors under the Existing Notes and the Existing Notes Indenture, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral Documents, (subject to Permitted Liensthe terms of the applicable Intercreditor Agreement and any security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the Existing Notes Trustee for its benefit and the benefit of the holders of the Existing Notes, in all or any portion of the Shared Collateral).
Appears in 2 contracts
Samples: Indenture (Burger King Worldwide, Inc.), Indenture (New Red Canada Partnership)
Collateral Documents. The due Each Purchaser hereby further authorizes the Collateral Agent, on behalf of and punctual payment for the benefit of the principal Purchasers, to enter into each Collateral Document as secured party and to be the agent for and representative of and interest and premium, if any, on the Notes when and as Purchasers under the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseGuaranty Agreement, and interest on each Purchaser agrees to be bound by the overdue principal terms of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture each Collateral Document and the NotesGuaranty Agreement. The Collateral Agent shall not (a) enter into or consent to any amendment, according to modification, termination or waiver of any provision contained in any Collateral Document, the terms hereunder Guaranty Agreement or thereunder, shall be secured (b) release any Collateral (except as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior written consent of the Requisite Purchasers; provided, further, however, that, without further written consent or authorization from the Purchasers, the Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which the Requisite Purchasers have otherwise consented in writing. Anything contained in any of the Note Documents to the contrary notwithstanding, the Note Parties, the Collateral Agent and each Purchaser hereby agree that (1) no Purchaser shall have any right individually to realize upon any of the Collateral under the Collateral Documents (includingor to enforce the Guaranty Agreement, without limitationit being understood and agreed that all powers, the provisions providing for foreclosure rights and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of remedies under the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as Guaranty Agreement may be necessary or proper, or as may be required exercised solely by the provisions of the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes Purchasers in accordance with the priority required under terms thereof, and (2) in the event of a foreclosure by the Collateral DocumentsAgent on any of the Collateral pursuant to a public or private sale, subject the Collateral Agent or any Purchaser may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Purchasers (but not any Purchaser or the Purchasers in its or their respective individual capacities unless the Requisite Purchasers shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to Permitted Liensuse and apply any of the Note Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations Notes Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee Noteholder Secured Parties under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.01, to assure and confirm to the Trustee and the Notes Collateral Agent the first-priority security interest in the Note Collateral contemplated hereby and Notes Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer shall, or and shall cause their its Subsidiaries that are party to one or more Collateral Documents to taketo, upon request of the Trustee, take any and all actions reasonably and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Notes Obligations of the Issuers hereunderIssuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Holders of Notes Noteholder Secured Parties subject to no Liens other than Permitted Liens and with the priority required under set forth in the Intercreditor Agreements. For the avoidance of doubt, the Trustee and Notes Collateral Documents, subject to Permitted LiensAgent shall not have a Lien on the Excluded Assets.
Appears in 2 contracts
Samples: Indenture (Cushman & Wakefield PLC), Indenture (Cushman & Wakefield PLC)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered Company and the Guarantors shall enter into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoas provided in Section 10.02. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers EchoStar shall take, or shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens, except for those Liens with the priority required under respect to which the Collateral Documents, subject to Permitted Documents or this Indenture expressly contemplate prior or PARI PASSU Liens.
Appears in 2 contracts
Samples: Escrow Agreement (Echostar DBS Corp), Echostar DBS Corp
Collateral Documents. The due and punctual payment of the principal of and of, interest and premiumadditional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, interest and premium (to the extent permitted by law)additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Issuers Company and the Restricted Subsidiaries to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents which define the Issuers have entered into simultaneously with terms of the execution of Lien that secures the Obligations under this Indenture and which are listed the Notes and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on Exhibit B heretoa second-priority basis subject to the terms of the Collateral Documents. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Collateral Documents (including, without limitation, including the provisions providing for foreclosure the exercise of remedies and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents its terms, and authorizes and directs the Collateral Agent Trustee to enter into the Intercreditor and Collateral Documents and Agency Agreement, to perform its or cause to be performed obligations and exercise its rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. The Issuers Each Holder, by its acceptance of a Note, consents and agrees to the Collateral and Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to the Trustee copies of all documents delivered from time to time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral DocumentsAgency Agreement, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.1, to assure and confirm to the Trustee and the Liens upon the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured by the Collateral Documentshereby, according to the intent and purposes herein and therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any Company and all actions reasonably required to cause the Restricted Subsidiaries hereby acknowledge and agree that the Collateral Documents to create and maintain, as security Intercreditor Agent holds the Collateral for the Obligations of ratable benefit of, and as agent for, the Issuers hereunder, a valid Holders and enforceable perfected Lien in and on all the Note Collateral, in favor Trustee subject to the terms of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 2 contracts
Samples: Indenture (Inmobiliaria Montes Urales 460 S a De C V), Indenture (Iusacell S a De C V)
Collateral Documents. The due Issuers hereby appoint Wilmington Trust FSB to act as Collateral Agent, and punctual each Holder by its acceptance of any Securities, irrevocably consents and agrees to such appointment. The payment of the principal of and interest and premium, if any, on the Notes Securities when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and premium (Issuers pursuant to the extent permitted Securities or by law)any Note Guarantor pursuant to its Note Guarantee, if anythe payment of all other Obligations under this Indenture, on the Notes Securities and the Collateral Documents and the performance of all other obligations of the Issuers to and the Holders of Notes or the Trustee Note Guarantors under this Indenture Indenture, the Securities, the Note Guarantees and the Notes, according to the terms hereunder or thereunder, shall be Collateral Documents are secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, will be secured by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) hereafter delivered as the same may be in effect required or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithpermitted by this Indenture. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentsshall, and shall cause each Note Guarantor to, and each Note Guarantor shall, do or cause all filings (including filings of continuation statements and amendments to be done all such acts and things as Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and all other actions as are necessary or proper, or as may be required by the provisions of the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render maintain (at the same available for sole cost and expense of the Issuer and the Note Guarantors) the security and benefit of this Indenture and the Notes secured interest created by the Collateral DocumentsDocuments in the Collateral as a perfected security interest, according subject only to Permitted Liens. The Issuer will otherwise comply with the provisions of Section 314(b) of the TIA. Promptly after the effectiveness of this Indenture, to the intent and purposes therein expressed. The Issuers extent required by the TIA, the Issuer shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request deliver the opinion(s) required by Section 314(b)(1) of the TrusteeTIA. Subsequent to the execution and delivery of this Indenture, to the extent required by the TIA, the Issuer shall furnish to the Trustee on or prior to each anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to any and all actions reasonably required filing, re-filing, recording or re-recording with respect to cause the Collateral Documents as is necessary to create and maintain, as security for maintain the Obligations of Lien on the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, Collateral in favor of the Collateral Agent for Holders or (ii) in the benefit opinion of the Holders of Notes with the priority required under the Collateral Documentssuch counsel, subject that no such action is necessary to Permitted Liensmaintain such Lien.
Appears in 2 contracts
Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumof, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and of, premium (to the extent permitted by law)on, if any, and interest on the Notes and performance of all other obligations Notes Obligations of the Issuers Issuer and the Guarantors to the Holders of the Notes or the Trustee under this Indenture and the Notesand/or Collateral Agent (as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents Documents, which the Issuers have Issuer and the Guarantors entered into simultaneously with on the execution of this Indenture Issue Date and which are listed on Exhibit B heretodefine the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the First Lien Intercreditor Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of the Collateral Documents this Indenture, and authorizes and directs the Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents and the First Lien Intercreditor Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be necessary or necessary, proper, or as may be required by the provisions of the Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers On or following the Issue Date and subject to the First Lien Intercreditor Agreement, the Issuer and the Guarantors shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents to create and maintain, as security for in the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Akumin Inc.), Akumin Inc.
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Senior Secured Notes Obligations of the Issuers Company and the Guarantors to the Holders of Notes or Holders, the Trustee or Collateral Agent under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Senior Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis SECTION 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeCompany shall, or and shall cause their the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeCompany to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Senior Secured Notes Obligations of the Issuers hereunderCompany and the Guarantors to the Senior Secured Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders of Notes Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the priority required under requirements of the Collateral Documents, subject to Permitted LiensRequirement.
Appears in 2 contracts
Samples: Indenture (iHeartMedia, Inc.), Indenture (Broader Media Holdings, LLC)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same Borrower shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant the Security Agreement, duly executed by the Borrower and each of the Subsidiary Guarantors, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the Collateral 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 perfection of the Collateral Documents or Liens granted under the Security Agreement, as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent in order to perfect such Liens, duly authorized by the security interest Credit Parties, (B) a Diligence Questionnaire, duly completed and executed by the Borrower, (C) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) original certificates evidencing all issued and outstanding shares of Equity Interests of all Subsidiaries (other than Immaterial Subsidiaries) owned directly by any Credit Party (in the Note Collateral contemplated hereby case of Excluded Foreign Subsidiaries, limited to 65% of the issued and by outstanding voting Equity Interests of such Subsidiary and 100% of the Collateral Documents or any part thereofissued and outstanding non-voting Equity Interests of such Subsidiary, as from time applicable); provided that any such stock certificates of the Acquired Business and its Subsidiaries will be required to time constituted, so as to render be delivered on the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according Closing Date only to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request extent in the possession of the Trustee, any Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and all actions reasonably if not required to cause be delivered on the Collateral Documents Closing Date, the delivery thereof shall not be a condition to create and maintain, as security for the Obligations availability of the Issuers hereunder, a valid initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and enforceable perfected Lien in and on all any event within the Note Collateral, period specified therefor in favor of Schedule 6.11(b) or such later date as the Collateral Agent for the benefit may reasonably agree), (E) original instruments or promissory notes representing or evidencing pledged indebtedness constituting Collateral; provided that any such original instruments or promissory notes of the Holders Acquired Business and its Subsidiaries will be required to be delivered on the Closing Date only to the extent in the possession of Notes with the priority Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required under to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral DocumentsAgent may reasonably agree), subject to Permitted Liens.(F) stock or membership interest powers, note allonges or other appropriate instruments of transfer executed in blank and (G) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches and bankruptcy searches, each of a recent date listing all effective financing statements or lien notices that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate;
Appears in 2 contracts
Samples: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Collateral Documents. The due and punctual payment of the principal of and of, interest and premiumadditional interest, if any, on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, interest and premium (to the extent permitted by law)additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other obligations Obligations of the Issuers Company and the Restricted Subsidiaries to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents which define the Issuers have entered into simultaneously with terms of the execution of Lien that secures the Obligations under this Indenture and which are listed the Notes and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on Exhibit B heretoa first-priority basis subject to the terms of the Collateral Documents. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Collateral Documents (including, without limitation, including the provisions providing for foreclosure the exercise of remedies and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents its terms, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and Documents, to perform its or cause to be performed obligations and exercise its rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. The Issuers Each Holder, by its acceptance of a Note, consents and agrees to the Collateral Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral Agent to appoint any other agent to act on behalf of the Collateral Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to the Trustee copies of all documents delivered from time to time to the Collateral Agent pursuant to the Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 11.1, to assure and confirm to the Trustee and the Liens upon the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Obligations secured by the Collateral Documentshereby, according to the intent and purposes herein and therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any Company and all actions reasonably required to cause the Restricted Subsidiaries hereby acknowledge and agree that the Collateral Documents to create and maintain, as security Agent holds the Collateral for the Obligations of ratable benefit of, and as agent for, the Issuers hereunder, a valid Holders and enforceable perfected Lien in and on all the Note Collateral, in favor Trustee subject to the terms of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Collateral Documents. The due Company, the Trustee and punctual the Collateral Agent are entering into the Security Agreement and the Intercreditor Agreement and the Company and the Mortgage Trustee are entering into the Mortgages, each of which sets forth the relative rights of the Trustee and the Holders, on the one hand, and the holders of the Senior Liens, on the other hand, as to the priority of payment of the principal of Senior Liens over the Securities and interest and premiumrelated obligations in certain circumstances. As among the Holders, if any, on the Notes when and as the same Collateral shall be due held for the equal and payableratable benefit of such Holders without preference, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption priority or otherwise, and interest on the overdue principal distinction of and interest and premium (to the extent permitted by law), if any, on the Notes and performance any thereof over any other. The terms of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees will be subject to the terms of the such Collateral Documents (includingand each Holder, without limitationby accepting any Securities, agrees to all of the terms and provisions providing for foreclosure and release of Note Collateral) such Collateral Documents, as the same may be in effect or may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting any Securities, acknowledges and agrees that its rights to payment of the obligations evidenced by the Securities may be subject to the terms of any such Collateral Documents and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Documents, in accordance with their respective terms. The Trustee agrees that in the event of any conflict between this Indenture and the Collateral Documents, the provisions of such Collateral Documents shall control; provided, that no provision of such Collateral Documents shall be deemed to limit or subordinate the Trustee’s right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee’s right to require Officers’ Certificates or Opinions of Counsel in accordance with the terms provisions of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththis Indenture. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may this Section shall be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent expressly for the benefit of the Holders holders of Notes with the priority required Senior Liens and may not be amended without the consent of the holders of a majority in principal amount of Indebtedness under clause (ii) or (xi) of the Collateral Documents, subject to definition of “Permitted LiensIndebtedness,” as applicable (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit).
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations Obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee Noteholder Secured Parties under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit next sentence of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.Section
Appears in 1 contract
Collateral Documents. The due Each Lender hereby further authorizes Collateral Agent, on behalf of and punctual payment for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.5, without further written consent or authorization from Lenders, Collateral Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented. Anything contained in any of the principal Credit Documents to the contrary notwithstanding, Company, the Agents and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and interest agreed that all powers, rights and premium, if anyremedies hereunder may be exercised solely by Collateral Agent, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal behalf of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral Documents pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and authorizes Collateral Agent, as agent for and directs representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations or any other amount due hereunder as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale. Notwithstanding any other provision of the Credit Documents, prior to 106 consummating any such public or private sale, the Collateral Agent to enter into shall provide the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes Class B Revolving Lenders with the priority required under right (exercisable for a period of one (1) Business Day after written notice) to purchase any such Collateral for cash in immediately available funds at a price equal to $0.03125 higher than the Collateral Documents, subject to Permitted Liensnext highest legitimate and observable third-party bid.
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Collateral Documents. The Subject to the Liens permitted by the Collateral Documents and the second sentence of Section 13.01 hereof, the due and punctual payment of the principal of and interest and premiumLiquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Authority to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers have Authority has entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIndenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall Authority will deliver to the Trustee copies of all documents required to be delivered to the Collateral Agent Trustee pursuant to the Collateral Documents, and shall 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to Authority will take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Authority hereunder, a valid and enforceable perfected first priority Lien in and on all the Note Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes with Notes, superior to and prior to the priority required under the Collateral Documents, rights of all third Persons and subject to no other Liens than Permitted Liens.
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Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and accrued but unpaid interest on the Notes Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal amount of and the interest and premium (to the extent permitted by law), if any, on the Notes Securities and performance of all other obligations of the Issuers Company and any Guarantor to the Holders of Notes or the Trustee under this Indenture and the NotesSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which Documents, subject to the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofof a Security, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof, and authorizes and directs the Trustee to enter into each of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuers shall deliver to Company and the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall Guarantors 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest interests in and Liens upon the Note Collateral contemplated hereby and by the Collateral Documents including, in all property (real, personal and mixed) of the Company and the Guarantors acquired after the Securities are issued, to the extent contemplated by the Collateral Documents or any part thereof, as from time to time constitutedotherwise requested by the Trustee, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured by the Collateral Documentshereby, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.herein
Appears in 1 contract
Samples: Senior Secured Note Indenture (SLM International Inc /De)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumLiquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers have Company and the Guarantors has entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIndenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company and the Guarantors shall deliver to the Trustee copies of all documents Collateral Documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral Documents contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or and shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required (or reasonably requested by the Trustee) to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company and the Guarantors hereunder, a valid and enforceable enforceable, subject to the Intercreditor Agreement, perfected first priority Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with Notes, superior to and prior to the priority required under the Collateral Documents, rights of all third Persons and subject to no other Liens than Permitted Liens.
Appears in 1 contract
Collateral Documents. The due and punctual payment of Each Lender hereby further authorizes the principal Collateral Agent, on behalf of and interest for the benefit of such Lender, to be the agent for and premiumrepresentative of such Lender with respect to the Collateral and the Collateral Documents. Upon the occurrence of an Event of Default, if any, the Collateral Agent shall take such action to enforce its Lien on the Notes when Collateral and to preserve and protect the Collateral as may be directed by the same Required Lenders. Unless and until the Required Lenders give such direction, the Collateral Agent may (but shall not be due obligated to) take or refrain from taking such actions as it deems appropriate and payable, whether on an in the best interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture Lenders. Each Lender acknowledges and the Notes, according to agrees that it will be bound by the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms conditions of the Collateral Documents (includingupon the execution and delivery thereof by the Collateral Agent. The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, without limitationvalue or collectability of the Collateral, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect existence, priority or may be amended from time to time in accordance with the terms perfection of the Collateral Documents and authorizes and directs Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent be responsible or liable to enter into the Lenders or their Affiliates for any failure to monitor or maintain any portion of the Collateral. The Lenders hereby irrevocably authorize (and each of their Affiliates holding any Bank Product Obligations entitled to the benefits of the Collateral Documents shall be deemed to authorize) the Collateral Agent, based upon the instruction of the Required Lenders, to credit bid and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to purchase (either directly or through one or more acquisition vehicles) all or any portion of the Trustee copies of all documents delivered to Collateral at any sale thereof conducted by the Collateral Agent pursuant to the Collateral 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 any security trustee therefore) under the provisions of the Collateral Documents UCC, including pursuant to Sections 9-610 or as may be reasonably requested in writing 9-620 of the UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any sale or foreclosure conducted by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the or any security interest trustee therefore (whether by judicial action or otherwise) in the Note Collateral contemplated hereby and by accordance with applicable law. Except as otherwise specifically provided for herein, no Lender or their Affiliates, other than the Collateral Documents Agent, shall have the right to institute any suit, action or any part thereof, as from time to time constituted, so as to render the same available proceeding in equity or at law for the security and benefit foreclosure or other realization upon any Collateral or for the execution of this Indenture and any trust or power in respect of the Notes secured by Collateral or for the appointment of a receiver or for the enforcement of any other remedy under the Collateral Documents, according to the intent ; it being understood and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries intended that are party to no one or more Collateral Documents to take, upon request of the TrusteeLenders or their Affiliates shall have any right in any manner whatsoever to affect, any and all actions reasonably required to cause disturb or prejudice the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent (or any security trustee therefor) under the Collateral Documents by its or their action or to enforce any right thereunder, and that all proceedings at law or in equity shall be instituted, had, and maintained by the Collateral Agent (or its security trustee) in the manner provided for in the relevant Collateral Documents for the benefit of the Holders Secured Parties. Each Lender is hereby appointed agent for the purpose of Notes perfecting the Collateral Agent’s security interest in assets which, in accordance with Article 9 of the UCC or other applicable law can be perfected only by possession. Should any Lender (other than the Collateral Agent) obtain possession of any Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the priority required under the Collateral Documents, subject to Permitted LiensAgent’s instructions.
Appears in 1 contract
Collateral Documents. The In order to secure the due and punctual payment of the principal of or premium, if any, and interest and premiumLiquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, on any Asset Sale Offer Payment Date, Excess Loss Proceeds Payment Date or Change of Control Purchase Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law)) interest and Liquidated Damages, if any, on the Notes and the performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and Indenture, the Notes, according to the terms hereunder or thereunderGuarantees, shall be secured and any other documents contemplated hereby, as provided in the Collateral Documents which case may be, the Issuers Company, the Guarantors and the Trustee, as applicable, have entered into simultaneously with the execution of this Indenture entered into the Collateral Documents to create the security interests and which are listed on Exhibit B heretofor related matters. Each Holder The Trustee, the Company and the Guarantors each hereby agree that the Trustee holds its interest in the Collateral in trust for its benefit and for the benefit of Notes, by its acceptance thereof, consents and agrees the Holders pursuant to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms Documents. Each of the Collateral Documents Company and authorizes the Guarantors covenants and directs the Collateral Agent to enter into the Collateral Documents agrees that it shall execute, acknowledge and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentssuch further assignments, transfers, assurances or other instruments 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, proper to assure and confirm to the Trustee and the Collateral Agent the security its interest in the Note Collateral contemplated hereby and by the Collateral Documents Collateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Collateral Documents so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensNotes.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers Company, the Guarantors and the Heller Debtor Subsidiaries have entered into simultaneously with the execution exxxxxxon of this Indenture and which are listed on Exhibit B D hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers Subject to the terms of the Intercreditor Agreements, the Company shall take, or shall cause their its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany hereunder and of the Guarantors under their Guarantees, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at stated maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Guarantees and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the Issuers have entered into simultaneously with terms of the execution Liens that secure the Obligations under the Notes, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral for the benefit of the First Lien Notes Secured Parties and pursuant to the terms of this Indenture Indenture, the Collateral Documents and which are listed on Exhibit B heretothe Intercreditor Agreements. Each Holder of Notesholder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Samples: Indenture (Meredith Corp)
Collateral Documents. The due and punctual payment (i) Evidence that upon the filing of appropriate financing statements the principal of and interest and premiumAdministrative Agent will have a valid, if any, perfected first priority Lien on the Notes when and all Collateral as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the a security interest in the Note Collateral contemplated hereby and can be perfected by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, filing a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documentsfinancing statement, subject to Permitted Liens.; (ii) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iii) Appropriate documents for filing with the United States Patent and Trademark Office, the United States Copyright Office and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by the Borrower; (iv) A Power of Attorney in the form attached to the Security Agreement, dated the Closing Date and otherwise appropriately completed, duly executed by the Borrower and notarized; (v) Such other documents, instruments and agreements as the Administrative Agent may request to establish and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Credit Documents; and (vi) Such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender Party in this Agreement, the Security Documents and the other Credit Documents are or upon the proper filings shall be perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior. (f)
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal Each Lender hereby further authorizes Administrative Agent, on behalf of and interest and premiumfor the benefit of Lenders, if any, on to enter into the Notes when and Collateral Document as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisesecured party, and interest on the overdue principal of and interest and premium (each Lender agrees to the extent permitted be bound by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder of each Collateral Document; PROVIDED that Administrative Agent shall not (i) enter into or thereunderconsent to any material amendment, shall be secured modification, termination or waiver of any provision contained in any Collateral Document or (ii) release any Collateral (except as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Collateral Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6, all Lenders); PROVIDED FURTHER, HOWEVER, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Company, Administrative Agent and each Lender hereby agree that (x) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof, and (y) in the event of a foreclosure by Administrative Agent on any of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentsa public or private sale, and shall do Administrative Agent or cause to be done all such acts and things as any Lender may be necessary the purchaser of any or properall of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or as may Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be required by entitled, for the provisions purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Documents or as may be reasonably requested in writing by the Trusteesold at any such public sale, to assure use and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or apply 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 the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, Obligations as security for the Obligations a credit on account of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral purchase price for any collateral payable by Administrative Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensat such sale.
Appears in 1 contract
Samples: Credit Agreement (Cyrk Inc)
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuers have entered into simultaneously with hereby acknowledge and agree that the execution Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Holders and which are listed on Exhibit B heretothe Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeshall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuers to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 1 contract
Samples: Indenture (Acelity L.P. Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Secured Obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents Documents, which define the Issuers have entered into simultaneously with terms of the execution Liens that secure the Secured Obligations. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of this Indenture the Trustee and which are listed on Exhibit B heretothe Holders, in each case pursuant to the terms of the Collateral Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall Company 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or and shall cause their its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintainmaintain (to the extent contemplated hereunder or thereunder), as security for the Secured Obligations of the Issuers hereunderCompany and the Guarantors, a valid and enforceable perfected first-priority Lien and security interest (subject to Permitted Encumbrances) in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes Holders; it being understood that the Trustee and Collateral Agent shall have no duty with the priority required under the Collateral Documents, subject respect to Permitted Lienssuch actions.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law)premium, if any, on the Notes and performance of all other obligations of Revel and the Issuers Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which Revel and the Issuers Guarantors have entered into prior to or simultaneously with the execution of this Indenture and which are (including, without limitation, the Collateral Documents listed on Exhibit B G hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Revel and Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Documents and Revel 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers Subject to the terms of the Intercreditor Agreement, Revel shall take, or and shall cause their the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of Revel hereunder and of the Issuers hereunderGuarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Trustee for the benefit of the Holders of Notes, subject to Permitted Liens and the terms of the Intercreditor Agreement. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates U.S. Bank National Association as its Collateral Agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by U.S. Bank National Association (and its successors) as the Collateral Agent for the benefit of the Holders of Notes with Trustee and the priority required under the Collateral Documents, subject to Permitted LiensHolders.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents effective to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders Secured Parties legal, valid and enforceable second priority (to the extent such concept exists under applicable Law) Liens (subject to Liens permitted under the Loan Documents and any Liens and privileges arising mandatorily by Law) on, and security interests in, the Collateral (except as such enforceability may be limited by Debtor Relief Laws or other Laws affecting creditors’ rights generally and by general principles of Notes with equity and principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law); and, (i) when all appropriate filings or recordings are made in the priority appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral DocumentsAgent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to Permitted Liensno Liens other than the applicable Liens permitted under the Loan Documents and any Liens and privileges arising mandatorily by Law. Notwithstanding anything to the contrary herein, until the Discharge of Senior Lien Obligations (as defined in the Intercreditor Agreement) shall have occurred, any representation or warranty made in this Agreement with respect to delivery to the Administrative Agent of any Collateral, the security interest in which may be perfected only by possession or control, shall be deemed satisfied by the delivery and possession or control of such Collateral to the First Lien Agent as bailee for the Secured Parties.
Appears in 1 contract
Samples: Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture and which are (including, without limitation, the Collateral Documents listed on Exhibit B E hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Subject to the terms of the Intercreditor Agreements, the Issuers and the Restricted Entities shall take, or and shall cause their respective Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderhereunder and of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes with Notes, superior to and prior to the priority required rights of all third Persons, in each case, subject only to the Liens securing the obligations under the Collateral Documents, subject to Credit Agreement and other Permitted LiensLiens and the terms of the Intercreditor Agreements.
Appears in 1 contract
Samples: Wynn Las Vegas LLC
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if anyinterest, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Indenture Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture Indenture, the Notes, the Guarantees and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the Issuers have entered into simultaneously with terms of the execution Liens that secure the Indenture Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the security interest for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture and which are listed on Exhibit B heretothe Collateral Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents First Lien Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Subject to the Applicable Collateral Limitations, the Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral DocumentsDocuments to which the Collateral Agent is a party, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 1501, to assure and confirm provide to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this the Indenture and the Notes Obligations secured by the Collateral Documentshereby or thereby, according to the intent and purposes therein herein expressed. The Issuers shall takeSubject to the Applicable Collateral Limitations, or the Issuer shall, and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the Indenture Obligations of the Issuers hereunderIssuer and the Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien and security interest in and on all of the Note CollateralCollateral (subject to terms of the First Lien Intercreditor Agreement and the other Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to Permitted Liensno Liens other than Liens permitted by Section 1010 hereof.
Appears in 1 contract
Collateral Documents. The due Without limiting the generality of clause (a) of this Section 10.01, each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Agent and punctual payment Depositary to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the principal Protected Parties in any Collateral and agrees to be bound by the terms of each of the Collateral Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, but subject to Section 11.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or Loan Document, it being understood and interest agreed that all powers, rights and premiumremedies under the Collateral Documents may be exercised solely by the Agent (or its designee, if anyincluding the Amended and Restated Warehouse Loan Agreement Collateral Agent and the Depositary) for the benefit of Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, on at the Notes when Agent’s discretion, its designee, including the Collateral Agent and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the same Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseconclusive evidence of such release as to any third party, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured ii) except as otherwise expressly provided in Section 11.01 hereof, to enter into any amendments or waivers of the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which Agent determines are listed on Exhibit B hereto. Each Holder of Notesnecessary or advisable, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the those Collateral Documents and authorizes and directs the Collateral Agent form of which are exhibits to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.Agreement
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements, each as the same may be in effect or may be amended from time to time in accordance with the their terms of the Collateral Documents and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and each additional Collateral Document and Junior Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers On or following the Issue Date and subject to the ABL Intercreditor Agreement, the Issuer and the Guarantors shall takeexecute, file or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request the filing of the Trustee, any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral and cause the Collateral Documents Requirement to create be and maintainremain satisfied; provided that for so long as there are outstanding any Senior Secured Term Credit Facility Obligations, as security for no actions shall be required to be taken with respect to the Obligations perfection of the Issuers hereunder, a valid and enforceable perfected Lien security interests in and on all the Note Collateral, in favor of the Collateral Agent for to the benefit of extent such actions are not required to be taken with respect to the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensSenior Secured Term Credit Facility.
Appears in 1 contract
Samples: Avaya Holdings Corp.
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuers have entered into simultaneously with hereby acknowledge and agree that the execution Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Holders and which are listed on Exhibit B heretothe Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release, foreclosure and release of Note or other enforcement in relation to the Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeshall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuers to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture Indenture, the Notes, the Guarantees, the First Lien Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which the Issuers have entered and the Guarantors will enter into simultaneously with on the execution of this Indenture Issue Date and which are listed on Exhibit B heretodefine the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the First Lien Intercreditor Agreement, each as the same may be in effect or may be amended from time to time in accordance with the their terms of the Collateral Documents and this Indenture, and authorizes and directs the Notes Collateral Agent and the Trustee, as applicable, to enter into the Collateral Documents and the First Lien Intercreditor Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, any intercreditor agreement in respect of Junior Lien Obligations (any such agreement, in customary market form (as reasonably determined by Cedar Fair as set forth in an Officer’s Certificate delivered to the Trustee and the Notes Collateral Agent) that neither contravenes nor is prohibited by this Indenture and other Indebtedness secured by any Collateral and otherwise in form and substance reasonably acceptable to the Credit Agreement Collateral Agent and the Notes Collateral Agent, the “Junior Lien Intercreditor Agreement”), and any joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The On or following the Issue Date and subject to the First Lien Intercreditor Agreement, the Issuers and the Guarantors shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and PPSA and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral and cause the Collateral Documents Requirements to create be and maintainremain satisfied; provided that for so long as there are outstanding any Credit Agreement Obligations, as security for no actions shall be required to be taken with respect to the Obligations perfection of the Issuers hereunder, a valid and enforceable perfected Lien security interests in and on all the Note Collateral, in favor of the Collateral Agent for to the benefit of extent such actions are not required to be taken, and have not been taken, with respect to the Holders of Notes with the priority required Credit Agreement. Such security interest and Liens will be created under the Collateral DocumentsDocuments and other security agreements, subject to Permitted LiensMortgages and other instruments and documents.
Appears in 1 contract
Samples: Indenture (Cedar Fair L P)
Collateral Documents. The provisions of this Article 11 shall become effective upon the Acquisition Date. The due and punctual payment of the principal of and interest and premiumAdditional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes and the NotesGuarantees, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered Company and the Guarantors shall enter into simultaneously on the Acquisition Date, in substantially the forms attached as Exhibits F through L hereto, together with such changes as may be reasonably necessary to accurately reflect the Collateral referred to therein, and which the Company and the Guarantors may enter into on or after the Acquisition Date in accordance with the execution of this Indenture and which are listed on Exhibit B heretoterms hereof. Each Holder of Notesauthorizes the Trustee to appoint Xxxxx Fargo Bank, N.A. as Collateral Agent for the Holders under the Collateral Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of the Collateral Documents this Indenture and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement, in substantially the form attached as Exhibit M hereto, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company and the Guarantors shall deliver to the Trustee Collateral Agent copies of all documents delivered executed pursuant to this Indenture or the Collateral Agent pursuant to the Collateral Documents, 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or and shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeCollateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company and the Guarantors hereunder, a valid and enforceable perfected Lien second priority security interest in and continuing Lien on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders Holders, superior to and prior to the rights of Notes with all third Persons, except for holders of First Lien Obligations, and subject to no Liens other than Permitted Liens and the priority required under Liens permitted by the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Samples: Indenture (GNLV Corp)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumof, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and of, premium (to the extent permitted by law)on, if any, and interest on the Notes and performance of all other obligations Notes Obligations of the Issuers Issuer and the Guarantors to the Holders of the Notes or the Trustee under this Indenture and the Notesand/or Collateral Agent (as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents Documents, which the Issuers have Issuer and the Guarantors entered into simultaneously with on the execution of this Indenture Issue Date and which are listed on Exhibit B heretodefine the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the First Lien Intercreditor Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of the Collateral Documents this Indenture, and authorizes and directs the Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents and the Intercreditor Agreement Joinder on the Issue Date, and, at any time after the Issue Date, if applicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be necessary or necessary, proper, or as may be required by the provisions of the Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers On or following the Issue Date and subject to the First Lien Intercreditor Agreement, the Issuer and the Guarantors shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents to create and maintain, as security for in the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Samples: Supplemental Indenture (Akumin Inc.)
Collateral Documents. The due and punctual payment of Each Lender hereby further authorizes the principal Collateral Agent, on behalf of and interest for the benefit of Lenders, to be the agent for and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal representative of and interest and premium (Lenders with respect to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture Collateral and the NotesCollateral Documents. Subject to Section 9.4, according to the terms hereunder without further written consent or thereunderauthorization from Lenders, shall be secured as provided in the Collateral Documents which Agent, upon direction by the Issuers have entered into simultaneously with Directing Agent, may execute any documents or 106 instruments necessary to release any Lien encumbering any item of Collateral that is the execution subject of this Indenture and which are listed on Exhibit B hereto. Each Holder a sale or other disposition of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents assets permitted hereby (including, without limitation, the provisions providing for foreclosure and release of Note Collateralin connection with a Securitization Transaction or a Secondary Transfer Transaction pursuant to Section 5.15) or to which Directing Agent (or such other Lenders as the same may be required to give such consent under Section 9.4) have otherwise consented. Anything contained in effect or any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be amended from time to time exercised solely by Collateral Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral Documents and authorizes and directs pursuant to a public or private sale, the Collateral Agent to enter into or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Documents Agent, as agent for and representative of the Secured Parties shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to perform its obligations use and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to apply any of the Trustee copies Obligations or any other amount due hereunder as a credit on account of all documents delivered to the purchase price for any Collateral payable by the Collateral Agent pursuant to at such sale. On the date on which all Revolving Loans have been paid in full and the Lenders have no Commitments, the Directing Agent shall direct and authorize the Collateral DocumentsAgent, at the expense and shall do or cause request of the Borrower, to be done all execute such acts agreements and things other instruments as may be necessary to release and discharge all Liens encumbering the Collateral or proper, record the effects of such release or as discharge in any office where the Security Agreements may be required by the provisions of the Collateral Documents registered or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensrecorded.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date or a principal amortization date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Issuer to the Holders of Notes Notes, the Trustee or the Trustee Collateral Agent under this Indenture Indenture, the Collateral Documents and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers Issuer and the Subsidiaries have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIndenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Trustee copies of all documents delivered Collateral Documents, and, subject to the Collateral Agent pursuant to provisions of the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Issuer shall take, or shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all of the Note Collateral, in favor of the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of Notes with Notes, (a) superior to and prior to the priority required under rights of all third Persons other than those holding the Collateral DocumentsFirst Lien Debt, and (b) subject to Permitted Liensno Liens other than the Liens permitted under Section 4.13 hereof.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis SECTION 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeCompany shall, or and shall cause their the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeCompany to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany and the Guarantors to the Senior Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 1 contract
Samples: Indenture (Travelport Worldwide LTD)
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture Indenture, the Notes, the Note Guarantees, and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents (upon the entry into such documents), which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuers have entered into simultaneously with and the execution Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds its Lien on the Collateral for the benefit of this Indenture the Holders, the Trustee and which are listed on Exhibit B heretothe Notes Collateral Agent and pursuant to the terms of the Collateral Documents and subject to the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreement, each as the same may be in effect or may be amended from time to time in accordance with the their terms of the Collateral Documents and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Subject to the Intercreditor Agreement, the Issuers and the Guarantors shall takeexecute, file or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request the filing of the Trustee, any and all actions reasonably further documents, financing statements (including continuation statements, amendments to financing statements and change statements), agreements and instruments, and take all further action that may be required under applicable Law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to create and maintain, as security for be taken with respect to the Obligations perfection of the Issuers hereunder, a valid and enforceable perfected Lien security interests in and on all the Note Collateral, in favor of the Collateral Agent for to the benefit of extent such actions are not required to be taken with respect to the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensCredit Agreement.
Appears in 1 contract
Collateral Documents. The due Borrower, for itself and punctual payment its successors and assigns, covenants and agrees, and each of the principal Second Lien Lenders and the Second Lien Administrative Agent, each for itself and its respective successors and assigns, hereby agrees, that, to the extent and in the manner set forth in this Article, all liens now or hereafter acquired by Senior Collateral Trustee or any of the Senior Lenders in any or all of the Collateral (the "First Priority Liens") to secure the First Lien Indebtedness shall at all times be prior and superior to any lien now held or hereafter acquired by the Second Lien Administrative Agent or any of the Second Lien Lenders in the Collateral (the "Second Priority Liens"). Such priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements, deeds of trust or other documents, or any statutes, rules or law, or judicial interpretations to the contrary. In the event and premiumto the extent, if any, on that the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent liens arising pursuant to the Second Lien Collateral DocumentsDocuments attach to or encumber property of the Borrower upon which First Priority Liens do not exist or attach, then the Second Priority Liens shall be deemed to secure the First Lien Indebtedness (in addition to the Second Lien Indebtedness) and shall do any proceeds derived from any such property which is paid to or cause to be done all such acts and things as may be necessary received or proper, or as may be required obtained by the provisions Second Lien Administrative Agent shall be held for the benefit of the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm paid over to the Senior Collateral Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders Senior Lenders until such time as the Senior Collateral Trustee obtains a lien on such property or the First Lien Indebtedness is satisfied in full, whichever occurs first. The lien subordination provisions in this Agreement are for the benefit of Notes with and shall be enforceable directly by the priority required under Senior Collateral Trustee, the Senior Agent and the Senior Lenders. The Senior Collateral DocumentsTrustee, subject the Senior Agent and the Senior Lenders shall be deemed to Permitted Lienshave entered into the Senior Amendment Agreement in reliance upon this Agreement.
Appears in 1 contract
Samples: Intercreditor and Lien Subordination Agreement (Westpoint Stevens Inc)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and Lender hereby further authorizes and directs the Collateral Agent to enter into the Collateral Documents, as secured party on behalf of and for the benefit of each Lender (as a Lender hereunder), and agrees to be bound by the terms of each such Collateral Document; PROVIDED that, except as provided in the next paragraph of this subsection, Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Collateral Documents and without the prior consent of Requisite Lenders; PROVIDED FURTHER that Agent shall not, except as provided in the next paragraph of this subsection, enter into any such amendment, modification, termination or waiver if the effect thereof is to perform release any Collateral from the Lien purported to be granted thereunder, to terminate any such agreement or to release any party from its obligations thereunder. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and exercise its agreed that all rights thereunder and remedies under the Collateral Documents may be exercised solely by Agent for the benefit of all Lenders in accordance therewithwith the terms thereof. The Issuers shall deliver Notwithstanding any provisions of this Agreement to the Trustee copies of all documents delivered contrary, Agent is hereby authorized to and shall, upon the Collateral Agent pursuant to terms and conditions set forth in the Collateral Documents, and shall do provided no Event of Default has occurred and is continuing or cause to be done all such acts and things as may be necessary or properwould result therefrom, or as may be required by the provisions of the release any Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateralencumbered thereunder, in favor connection with any sale, transfer or other disposition of the such Collateral Agent for the benefit of the Holders of Notes with the priority required permitted under the Collateral Documents, subject to Permitted Lienssubsection 7.6.
Appears in 1 contract
Samples: Credit Agreement (Oakley Inc)
Collateral Documents. (a) The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture and the Notesother Indenture Documents, according to the terms hereunder or thereunder, shall will be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments. Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of this Indenture and the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, make all filings (including filings of constitution statements and shall amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall Issuer will take, or shall and will cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Issuer hereunder, a valid and enforceable perfected second priority Lien (which Lien shall be subordinated to any First Lien Obligations, including the Senior Credit Facilities, pursuant to the terms of the Intercreditor Agreement) in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of itself, the Holders Trustee and the Holders, superior to and prior to the rights of Notes with the priority required under the Collateral Documents, all third Persons and subject to no Liens other than Permitted Liens.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers Company, the Guarantors and the Xxxxxx Debtor Subsidiaries have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B D hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers Subject to the terms of the Intercreditor Agreements, the Company shall take, or shall cause their its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany hereunder and of the Guarantors under their Guarantees, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations Obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee Noteholder Secured Parties under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.1, to assure and confirm to the Trustee and the Notes Collateral Agent the first-priority security interest in the Note Notes Collateral and the second-priority security interest in the ABL Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeCompany shall, or and shall cause their its Subsidiaries that are party to one or more Collateral Documents to taketo, upon request of the Trustee, take any and all actions reasonably and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers hereunderCompany and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Holders of Notes Noteholder Secured Parties subject to no Liens other than Permitted Liens and with the priority required under set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Documents, subject to Permitted LiensAgent shall not have a Lien on the Excluded Assets.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of and interest and premium, if any, premium on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers have been entered into prior to or simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIndenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuers shall deliver or cause to be delivered to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the 66 Collateral Documents, Documents and the Issuers 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees to the extent secured by the Collateral Documents, according to the intent and purposes therein expressed. The Subject to the terms of the Intercreditor Agreement, the Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderhereunder and of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes with Notes, superior to and prior to the priority required under the Collateral Documentsrights of all third Persons, in each case, subject to Permitted LiensLiens permitted under this Indenture and the terms of the Intercreditor Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security agreements, control agreements or any other agreements entered into prior to the date hereof to secure the the 7⅞% 2020 Notes, the 7¾% 2020 Notes, the 2022 Notes or the 2023 Notes.
Appears in 1 contract
Samples: Wynn Las Vegas LLC
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if anyinterest, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Indenture Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture Indenture, the Notes, the Guarantees and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the Issuers have entered into simultaneously with terms of the execution Liens that secure the Indenture Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the security interest for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture and which are listed on Exhibit B heretothe Collateral Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Subject to the Applicable Collateral Limitations, the Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral DocumentsDocuments to which the Collateral Agent is a party, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 1501, to assure and confirm provide to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this the Indenture and the Notes Obligations secured by the Collateral Documentshereby or thereby, according to the intent and purposes therein herein expressed. The Issuers shall takeSubject to the Applicable Collateral Limitations, or the Issuer shall, and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create 134 and maintain, as security for the Indenture Obligations of the Issuers hereunderIssuer and the Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien and security interest in and on all of the Note CollateralCollateral (subject to terms of the Intercreditor Agreements and the other Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to Permitted Liensno Liens other than Liens permitted by Section 1010 hereof.
Appears in 1 contract
Samples: Weatherford International PLC
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Secured Notes Obligations of the Issuers Company and the Guarantors to the Holders of Notes or Holders, the Trustee or Collateral Agent under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis SECTION 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeCompany shall, or and shall cause their the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeCompany to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Secured Notes Obligations of the Issuers hereunderCompany and the Guarantors to the Secured Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the 157 Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders of Notes Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the priority required under requirements of the Collateral Documents, subject to Permitted LiensRequirement.
Appears in 1 contract
Samples: Indenture (iHeartMedia, Inc.)
Collateral Documents. The due Each Lender hereby further authorizes Administrative Agent, on behalf of and punctual payment for the benefit of Xxxxxxx, to be the agent for and representative of Lenders with respect to the Collateral and the Collateral Documents. Subject to Section 9.4, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.4) have otherwise consented. Anything contained in any of the principal Credit Documents to the contrary notwithstanding, Company and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and interest agreed that all powers, rights and premium, if anyremedies hereunder may be exercised solely by Administrative Agent, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal behalf of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent, and (ii) in the event of a foreclosure by Administrative Agent on any of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentsa public or private sale, and shall do Administrative Agent or cause to be done all such acts and things as any Lender may be necessary the purchaser of any or properall of such Collateral at any such sale and Administrative Agent, as agent for and representative of Secured Parties (but not any Lender or as may Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be required by entitled, for the provisions purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Documents or as may be reasonably requested in writing by the Trusteesold at any such public sale, to assure use and confirm to apply any of the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents Obligations or any part thereof, other amount due hereunder as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request a credit on account of the Trustee, purchase price for any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral collateral payable by Administrative Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liensat such sale.
Appears in 1 contract
Samples: Credit Agreement (FlexShopper, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers and the Guarantors have entered into prior to or simultaneously with the execution of this Indenture and which are (including, without limitation, the Collateral Documents listed on Exhibit B G hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Documents and the Issuers 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Subject to the terms of the Intercreditor Agreement, the Issuers shall take, or and shall cause their the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderhereunder and of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes Notes, superior to and prior to the rights of all third Persons, in each case, equal and ratable with the priority required Liens securing the obligations under the Collateral Documents, Credit Agreement and subject to Permitted LiensLiens and the terms of the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Wynn Resorts LTD)
Collateral Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Note Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Note Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements, each as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and this Indenture, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement on the Issue Date, and the Collateral Documents and any Permitted ABL EMEA Intercreditor Agreement and any Permitted First Lien Second Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuers Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trustee109 #96856656v2 this Section 18.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeOn or following the Issue Date and subject to the Pari Passu Intercreditor Agreement, or shall cause the Company and the Note Guarantors shall, at their Subsidiaries that are party to one or more Collateral Documents to takesole expense, upon request of the Trustee, execute any and all actions further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably required request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to cause make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to create and maintain, as security for be taken with respect to the Obligations perfection of the Issuers hereunder, a valid and enforceable perfected Lien security interests in and on all the Note Collateral, in favor of the Collateral Agent for to the benefit of extent such actions are not required to be taken with respect to the Holders of Notes with the priority required Credit Agreement. Such security interest and Liens will be created under the Collateral Documents, subject to Permitted LiensDocuments and other security agreements and other instruments and documents.
Appears in 1 contract
Samples: INVACARE HOLDINGS Corp
Collateral Documents. The due and punctual payment of the interest, principal of and interest and premium, if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee Senior Secured Parties under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the 148 Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Collateral Custodian, the Issuer and the Guarantors hereby acknowledge and agree that the Master Collateral Agent holds the Collateral in trust for the benefit of the Senior Secured Parties pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents and Intercreditor Agreements, (ii) authorizes and directs the Trustee, the Collateral Custodian and the Master Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements, (iii) authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and (iv) authorizes and directs each of the Master Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers Issuer and the Guarantors shall deliver to the Trustee Master Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.01, to assure and confirm to the Trustee and the Master Collateral Agent the a first-priority security interest in the Note Collateral contemplated hereby and Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer and the Guarantors shall, or shall in each case at their own expense, (A) cause their Subsidiaries that are each new Guarantor, as applicable, to become a Grantor and to become a party to one or more each applicable Collateral Documents to take, upon request of the Trustee, any Document and all actions reasonably required to cause the Collateral Documents other agreements, instruments or documents that create or purport to create and maintain, as security for the Obligations of the Issuers hereunder, perfect a valid and enforceable perfected first priority Lien in and on all the Note Collateral, (subject to any Permitted Liens) in favor of the Master Collateral Agent for the benefit of the Holders Senior Secured Parties in substantially all of Notes its assets (other than Excluded Property), subject to and in accordance with the priority required under terms, conditions and provisions of this Indenture and the Collateral DocumentsDocuments (it being understood that only Loyalty Co, HoldCo and new Guarantors, as applicable, shall be required to become Grantors and pledge their respective Collateral), (B) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Master Collateral Agent such documents and take such actions to create, grant, establish, preserve and perfect the applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.25 and the filing of UCC financing statements, as applicable) in favor of the Master Collateral Agent for the benefit of the Senior Secured Parties on such assets of such Subsidiary to secure the Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Collateral shall be subject to no other Liens other than any Permitted Liens and (C) if reasonably requested by the Trustee, deliver to the Trustee, for the benefit of the Trustee and the Senior Secured Parties, a customary written Opinion of Counsel to Alaska or such Subsidiary with respect to the matters described in clauses (A) and (B) of this Section 13.01, in each case within twenty (20) Business Days after the addition of such Collateral.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of and interest and premium, if any, premium on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers have been entered into prior to or simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIndenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuers shall deliver or cause to be delivered to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Documents and the Issuers 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees to the extent secured by the Collateral Documents, according to the intent and purposes therein expressed. The Subject to the terms of the Intercreditor Agreement, the Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderhereunder and of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes with Notes, superior to and prior to the priority required under the Collateral Documentsrights of all third Persons, in each case, subject to Permitted LiensLiens permitted under this Indenture and the terms of the Intercreditor Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security agreements, control agreements or any other agreements entered into prior to the date hereof to secure the 2022 Notes, the 2023 Notes or the 2025 Notes.
Appears in 1 contract
Samples: Signatures (Wynn Las Vegas LLC)
Collateral Documents. The In order to secure the due and punctual payment of the principal of Debentures, and interest the other amounts payable to the Trustee hereunder, the Issuer, the Guarantors and premiumthe Trustee or the Collateral Agent, if anyas the case may be, shall on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in date hereof enter into the Collateral Documents which to create the Issuers have entered Security Interests and for related matters, and subsequent to the date hereof shall enter into simultaneously with any such Collateral Documents as may be necessary or appropriate to effect the execution provision of this Indenture or to set forth the respective priorities between holders of Senior Debt and which are listed holders of Debentures. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Collateral Document as shall be necessary or appropriate to grant and create a valid Lien on Exhibit B heretoall Collateral of such Guarantor, in each case, subject to no Liens other than Permitted Liens. Each Holder of Notes, The Liens granted by its acceptance thereof, consents Issuer and agrees Guarantors hereunder pursuant to the terms of the Collateral Documents (includingshall rank junior to the Liens granted by Issuer and Guarantors in respect of the Class A Debentures, without limitationand the Collateral Agent shall act as a common collateral agent with respect to the Liens granted to secure the Obligations under the Debentures and under the Class A Debentures in accordance with the Collateral Documents. The Collateral Agent may also, but is not required to, act as a common collateral agent with respect to any Liens granted pursuant to other Senior Debt. If the holders or potential holders of Senior Debt require an intercreditor or similar agreement setting forth the respective priorities of Liens with respect to the Collateral, and the Trustee is unwilling to serve as such common collateral agent or the holders of such Senior Debt require a different collateral agent, the provisions providing for foreclosure and release Issuer may appoint a replacement Collateral Agent reasonably acceptable to the holders of Note Collateral) as the same may be in effect or may be amended from time to time Senior Debt in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the applicable Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Samples: Umt Holdings Lp
Collateral Documents. The due Issuers, Intermediate Holdings, the Note Guarantors and punctual payment the Collateral Agent will enter into the Collateral Documents defining the terms of the principal of and interest and premium, if any, on security interests that secure the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance when due of all other obligations of the Issuers to Obligations of the Holders of Notes or Issuers, Intermediate Holdings and the Trustee Note Guarantors under this Indenture and the Notes, according to the terms hereunder or thereunderIndenture, shall be secured the Intermediate Holdings Guarantee, the Note Guarantees and the Collateral Documents, as provided in the Collateral Documents which Documents. Certain security interests in the Issuers have entered into simultaneously with Collateral may not be in place on the execution of this Indenture Issue Date or may not be perfected on the Issue Date. The Issuers, Intermediate Holdings and which are listed the Note Guarantors will use commercially reasonable efforts to perfect on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms Issue Date the security interests in the Collateral for the benefit of the Collateral Documents (includingTrustee, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into and the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver holders of the Notes that are created on the Issue Date, but to the Trustee copies of all documents delivered to extent any such security interest cannot be perfected by such date, the Collateral Agent pursuant to the Collateral Documents, and shall Issuers will do or cause to be done all such acts and things as may be necessary or proper, or as that may be required by the provisions of to have all security interests in the Collateral Documents or as may be reasonably requested in writing by for the benefit of the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the holders of the Notes secured duly created and enforceable and perfected, to the extent required by the Collateral Documents, according promptly following the Issue Date, but in any event no later than 60 days thereafter. See “Risk factors — Risks Related to our Indebtedness and the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more New Notes — Security over certain Collateral Documents to take, upon request may not be in place on the Settlement Date of the Trustee, any and all actions reasonably required to cause New Notes offered hereby or will not be perfected on the Collateral Documents to create and maintain, as security for the Obligations Settlement Date of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensNew Notes.”
Appears in 1 contract
Samples: Exchange Agreement (Anywhere Real Estate Group LLC)
Collateral Documents. The due Indenture (excluding Supplement 41) constitutes, and punctual payment when Supplement 41 to the Indenture is executed and delivered by the Borrower and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid lien upon all of the principal properties and assets of the Borrower specifically or generally described or referred to in the Indenture as being subject to the lien thereof, and will create a similar lien upon all properties and assets acquired by the Borrower after the date hereof which are required to be subjected to the lien of the Indenture, when acquired by the Borrower, and subject, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding Supplement 41 to the Indenture) has been duly recorded as a mortgage and deed of trust of real estate, and any required filings (other than with respect to filing Supplement 41 to the Indenture) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all Taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents and the issuance of the Secured Note (other than with respect to filing Supplement 41 to the Indenture) have been paid; Supplement 41 to the Indenture will be duly recorded or filed within 60 days of the Closing Date in the real and personal property records in each place in which the Indenture (excluding Supplement 41 to the Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all Taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of Supplement 41 to the Indenture will be paid. Upon filing of Supplement 41 to the Indenture (or notices thereof) and financing statements in the official public records of the applicable jurisdictions, the lien and security interest and premium, if any, on the Notes when and as the same so perfected shall be due first and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption prior to any other lien or otherwise, and security interest on the overdue principal of Borrower’s right, title and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which Trust Estate (excluding the Issuers have entered into simultaneously with the execution of this Indenture and which are “Easements” listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees A through Exhibit A-34 to the terms of the Collateral Documents (includingIndenture), without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver subject only to the Trustee copies of all documents delivered exceptions referred to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent Permitted Liens and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensEncumbrances.
Appears in 1 contract
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of and interest and premium, if any, premium on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers have been entered into prior to or simultaneously with the execution of this Indenture and which are (including, without limitation, the Collateral Documents listed on Exhibit B G hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Issuers shall deliver or cause to be delivered to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Documents and the Issuers 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees to the extent secured by the Collateral Documents, according to the intent and purposes therein expressed. The Subject to the terms of the Intercreditor Agreement, the Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderhereunder and of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes with Notes, superior to and prior to the priority required under the Collateral Documentsrights of all third Persons, in each case, subject to Permitted LiensLiens permitted under this Indenture and the terms of the Intercreditor Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by any deeds of trust, security agreements, control agreements or any other agreements entered into prior to the date hereof to secure the 2017 Notes, the 7 7/8% 2020 Notes, the 7 3/4% 2020 Notes or the 2020 Notes.
Appears in 1 contract
Samples: Indenture (Wynn Las Vegas LLC)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumpremium and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium and Liquidated 115 Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents which the Issuers and the Guarantors have entered into prior to or simultaneously with the execution of this Indenture and which are (including, without limitation, the Collateral Documents listed on Exhibit B G hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note CollateralCollateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Collateral Agent Trustee to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, Documents and the Issuers 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the security interests in the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Subject to the terms of the Intercreditor Agreement, the Issuers shall take, or and shall cause their the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderhereunder and of the Guarantors under the Note Guarantees, a valid and enforceable perfected Lien of the priority required by the Collateral Documents in and on all the Note Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes Notes, superior to and prior to the rights of all third Persons, in each case, equal and ratable with the priority required Liens securing the obligations under the Collateral Documents, Credit Agreement and subject to Permitted LiensLiens and the terms of the Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Wynn Las Vegas LLC)
Collateral Documents. The due and punctual payment of the interest, principal of and interest and premium, if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee Secured Parties under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Collateral Custodian, the Issuers have entered into simultaneously with and the execution Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Notes Secured Parties pursuant to the terms of the Collateral Documents and which are listed on Exhibit B heretothe Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions 136 providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and authorizes and directs each of the Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.01, to assure and confirm to the Trustee and the Collateral Agent the a first-priority security interest in the Note Collateral contemplated hereby and Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuers, Hawaiian and Hawaiian Holdings shall, in each case at their own expense, (A) promptly execute and deliver (or shall cause their Subsidiaries that are party such Subsidiary to one or more Collateral Documents execute and deliver) to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents Agent such documents and take such actions to create create, grant, establish, preserve and maintainperfect the applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and the filing of UCC financing statements, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, applicable) in favor of the Collateral Agent for the benefit of the Holders Senior Secured Parties on such assets of Notes with such Issuer or such other Guarantor, as applicable, to secure the priority Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Collateral shall be subject to no other Liens other than any Permitted LiensLiens and (B) if reasonably requested by the Trustee or the Collateral Agent, deliver to the Trustee, for the benefit of the Trustee, the Notes Secured Parties, the Collateral Agent and the Collateral Custodian, a customary written opinion of counsel to such Issuer or such other Guarantor, as applicable, with respect to the matters described in clause (A) of this Section 13.01, in each case within twenty (20) Business Days after the addition of such Collateral.
Appears in 1 contract
Samples: Indenture (Hawaiian Holdings Inc)
Collateral Documents. The due and punctual payment of the principal Principal of and interest and premiumInterest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, any other amounts due on the Notes and performance of all other obligations of the Issuers Company to the Holders of Notes Notes, the Trustee or the Trustee Collateral Agent under this Indenture and Indenture, the Notes, the Note Guarantee, or the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the any Collateral DocumentsDocument, 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 any Collateral Documents or as may be reasonably requested in writing by the TrusteeDocument, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Pledged Collateral contemplated hereby and hereby, by the any Collateral Documents Document 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 Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Note Pledged Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes with and other Indebtedness subject to the priority required under this Indenture and the Collateral DocumentsDocuments superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens. The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral.
Appears in 1 contract
Collateral Documents. The due Without limiting the generality of clause (a) of this Section 10.01, each Lender hereby further authorizes the Agent to appoint U.S. Bank National Association as Collateral Agent and punctual payment Depositary to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the principal Protected Parties in any Collateral and agrees to be bound by the terms of each of the Collateral Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, but subject to Section 11.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or Loan Document, it being understood and interest agreed that all powers, rights and premiumremedies under the Collateral Documents may be exercised solely by the Agent (or its designee, if anyincluding the Collateral Agent and the Depositary) for the benefit of 107 Loan Agreement Protected Parties in accordance with the terms thereof. Each Lender hereby authorizes the Agent (or, on at the Notes when Agent’s discretion, its designee, including the Collateral Agent and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the same Collateral Documents or by Applicable Laws, and agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of Collateral shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseconclusive evidence of such release as to any third party, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured ii) except as otherwise expressly provided in Section 11.03 hereof, to enter into any amendments or waivers of the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which Agent determines are listed on Exhibit B hereto. Each Holder of Notesnecessary or advisable, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the those Collateral Documents and authorizes and directs the Collateral Agent form of which are exhibits to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.Agreement
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer shall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer and the Guarantors to the First Priority Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 1 contract
Samples: Indenture (Infor, Inc.)
Collateral Documents. The due Trustee and punctual payment the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the principal of Second Priority Secured Parties and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according pursuant to the terms hereunder or thereunder, shall be secured as provided in of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, (i) consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms Intercreditor Agreements, (ii) consents to the priority of Liens and payments provided for in the Intercreditor Agreements, (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Collateral Documents and Intercreditor Agreements, (iv) authorizes and directs the Trustee (in the case of the applicable Intercreditor Agreements) and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements on behalf of such Holder and to bind such Holder thereby and to perform its respective obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to , and (v) authorizes the Trustee copies release or subordination of all documents delivered to the any Lien granted under any Collateral Agent Document pursuant to Section 12.2 below and the Collateral 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 terms of the Collateral Documents or as may be reasonably requested in writing by and the TrusteeIntercreditor Agreements, to assure and confirm to directs the Trustee (and directs the Trustee to direct the Collateral Agent) to execute and deliver or authorize the filing of any documents or instruments necessary or requested to effectuate or evidence such release or subordination. The Issuer and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers Guarantors shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause under the Collateral Documents to create and maintain, as security for the Notes Obligations of and the Issuers hereunderother Second Priority Secured Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders Notes Secured Parties and the other Second Priority Secured Parties. In the event of Notes with any conflict between the priority required under terms of the Collateral Intercreditor Agreements and this Indenture or any of the other Note Documents, subject to Permitted Liensthe provisions of the Intercreditor Agreements shall govern and control.
Appears in 1 contract
Samples: J C Penney Co Inc
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, on interest (including Additional Amounts, if any, and Special Interest, if any) on, and any other amounts due in respect of, the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer, Asset Sale Offer, purchase or otherwise, and interest on the overdue principal of and interest (including Additional Amounts, if any, and premium Special Interest, if any) (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and any Guarantor to the Holders of the Notes or the Trustee under this Indenture Indenture, the Notes, the Guarantees, the Collateral Documents, and the NotesConvertible Note Collateral Documents, according to the terms hereunder or thereunder, shall be secured (i) as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of NotesDocuments, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateralii) as provided in the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Convertible Note Collateral Documents, (iii) by a pledge by any future Guarantor of the Capital Stock of any Wholly-Owned Subsidiary (whether now owned or hereafter acquired) of such future Guarantor and shall do any and all dividends, distributions and proceeds thereof, and (iv) by a pledge by all Wholly-Owned Subsidiaries of all Intercompany Notes owned by such WhollyOwned Restricted Subsidiaries from a Restricted Subsidiary (other than any Intercompany Notes made with the dividends, distributions, payments and proceeds of Technocom Preferred Stock or other Convertible Note Collateral or otherwise constituting Convertible Note Collateral). The Company will cause such future Guarantors and Wholly-Owned Subsidiaries to be done all such acts granx x Xxxx xxx security interest pursuant to Collateral Documents substantially similar to the Company Senior Note Security Agreement, and things any other additional Collateral Documents as may be necessary or properappropriate to create or make effective such Lien and security interest, or as may be required by the provisions of the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure such Lien and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent be for the benefit of the Trustee and the Holders of the Notes with to secure the priority required Notes, the Guarantees and the other obligations of the Company and the Guarantors under this Indenture, the other Collateral Documents, subject to Permitted Liens.Documents and the
Appears in 1 contract
Samples: Indenture (PLD Telekom Inc)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall will be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoDocuments. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of this Indenture and the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent (and the Trustee, if applicable) to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall Company will take, or shall and will cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers Company hereunder, a valid and enforceable perfected first priority Lien (which Lien shall be subordinated in the future to any First Lien Obligations pursuant to the terms of the Intercreditor Agreement upon the entry by the Company or a Guarantor into a Senior Credit Facility) in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with Notes, superior to and prior to the priority required under the Collateral Documents, rights of all third Persons and subject to no Liens other than Permitted Liens.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee Obligations under this Indenture and Indenture, the Notes, according to the terms hereunder or thereunderSecurity Documents and the Registration Rights Agreement, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSecurity Documents. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documentsshall, and shall cause each of the 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeSecurity Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereofSecurity Documents, 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 by the Collateral Documentshereby, according to the intent and purposes herein and therein expressed. The Issuers shall takeshall, or and shall cause their each of the Restricted Subsidiaries that are party to one or more Collateral Documents to to, take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Security Documents to create and maintain, as security for the Obligations of under this Indenture, the Issuers hereunderNotes, a the Security Documents and the Registration Rights Agreement, valid and enforceable enforceable, perfected Lien (except as expressly provided herein or therein) Liens in and on all the Note Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral Agent for may be subordinated pursuant to the benefit terms of the Holders of Notes with Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the priority required under extent provided in the Collateral Documents, subject to Permitted LiensIntercreditor Agreement.
Appears in 1 contract
Samples: Majestic Star Casino LLC
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if any, and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations Obligations of the Issuers and the Guarantors to the Holders of Notes or the Trustee Noteholder Secured Parties under this Indenture Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuers have entered into simultaneously with and the execution Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of this Indenture the Noteholder Secured Parties pursuant to the terms of the Collateral Documents and which are listed on Exhibit B heretothe Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note 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 terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. The Issuers and the Guarantors shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the 162 |US-DOCS\143900591.2|| Collateral Documents, and shall 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 next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 13.01, to assure and confirm to the Trustee and the Notes Collateral Agent the first-priority security interest in the Note Collateral contemplated hereby and Collateral, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeand the Guarantors shall, or and the Company shall cause their its Subsidiaries that are party to one or more Collateral Documents to taketo, upon request of the Trustee, take any and all actions reasonably and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the Obligations of the Issuers hereunderand the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Notes Collateral Agent for the benefit of the Holders Noteholder Secured Parties subject to no Liens other than Permitted Liens. For the avoidance of doubt, the Trustee and Notes with Collateral Agent shall not have a Lien on the priority required under Excluded Assets. Subject to the applicable limitations set forth in the Collateral DocumentsDocuments and herein, (i) if, after the Completion Date, any material assets (other than Excluded Assets), are acquired by either Issuer or are held by any Subsidiary on or after the time it becomes a Guarantor hereunder (other than assets constituting Collateral under a Collateral Document that becomes subject to Permitted the Lien created by such Collateral Document upon acquisition thereof or assets constituting Excluded Assets), the Company will notify the Notes Collateral Agent thereof, and, (ii) if the Company has granted a security interest in such asset to the Senior Credit Facilities Collateral Agent to secure the Senior Credit Facilities Obligations, the Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the Issuers to take, such actions as shall be necessary or as may be reasonably requested by the Notes Collateral Agent to grant and perfect such Liens, all at the expense of the Issuers.
Appears in 1 contract
Samples: Indenture (Viasat Inc)
Collateral Documents. The due and punctual payment of the principal of and interest and of, premium, if anyinterest, the Waiver Fee and any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and premium on the Convertible Notes (to the extent permitted by law), if any, on the Notes Law) and performance of all each and every other obligations obligation of every nature of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee Collateral Agent under this Indenture Agreement, the Convertible Notes, the Note Guarantees, the Collateral Documents and the Notesother Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor and Subordination Agreements. Without limiting the generality of the foregoing, the Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Change of Control Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Documents which or the Issuers have entered into simultaneously with Term Loan Documents (other than the execution “Warrant” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Indenture Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The parties hereto hereby acknowledge and which are listed on Exhibit B heretoagree that the Collateral Agent holds the Collateral as defined in each of the Collateral Documents in trust for the benefit of the Collateral Agent and the Holders and pursuant to the terms of the Collateral Documents and the Intercreditor and Subordination Agreements (if any). Each Holder of Notes(including the Purchasers), by its acceptance thereofaccepting a Convertible Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Note Collateralthe Intercreditor and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with their terms and this Agreement and the terms of the Collateral Documents Intercreditor and Subordination Agreements (if any), and authorizes and directs the Collateral Agent to enter into the Collateral Documents, the Note Documents and the Intercreditor and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Issuer on its own behalf or on the behalf of the Guarantors shall deliver (or cause to be delivered) to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 11.4, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents and the other Note 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 Agreement and of the Convertible Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers Note Parties shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer and the Guarantors to the Collateral Agent, the Purchasers, the Holders and any other Secured Parties under this Agreement, the Convertible Notes, the Note Guarantees, the Collateral Documents and the Note Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral intended to be granted pursuant to the terms of the Collateral Documents (subject to the terms of the Intercreditor and Subordination Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under and the Collateral Documents, Agent subject to no Liens other than Permitted Liens. In addition, in the event the Issuer or any Guarantor takes any action to grant or perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Lien in favor of the Collateral Agent without request of the Collateral Agent.”
Appears in 1 contract
Samples: Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.)
Collateral Documents. The due and punctual payment of the principal of of, premium and interest on and premium, if any, on any Additional Amounts payable in respect of the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest on and premium (to the extent permitted by law), if any, on any Additional Amounts payable in respect of the Notes and performance of all other obligations Obligations of the Issuers Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the NotesCollateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Collateral Documents which and the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B heretoIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Note Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of the Collateral Documents Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuers Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Collateral Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Collateral Documents or as may be reasonably requested in writing by the Trusteethis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured by the Collateral Documentshereby, according to the intent and purposes therein herein expressed. The Issuers shall takeIssuer and the Restricted Parent Guarantor shall, or and shall cause their the Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeRestricted Parent Guarantor to, take any and all actions reasonably and make all filings (including the filing of UCC and PPSA financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderIssuer, the Restricted Parent Guarantor and the other Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Note CollateralCollateral (subject to the terms of the Intercreditor Agreement and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes with and the priority required under the Collateral Documents, Trustee subject to no Liens other than Permitted Liens.
Appears in 1 contract
Samples: Indenture (Essar Steel Canada Inc.)
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers Company, the Guarantors and the Heller Debtor Subsidiaries have entered into simultaneously with the execution xxxxxxion of this Indenture and which are listed on Exhibit B D hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture Indenture, the Notes and the Notes Note Guarantees secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers Subject to the terms of the Intercreditor Agreement, the Company shall take, or shall cause their its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany hereunder and of the Guarantors under their Guarantees, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted Liens.
Appears in 1 contract
Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunderObligations, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSecurity Documents. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral DocumentsCompany shall, and shall 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 Collateral Documents or as may be reasonably requested in writing by the TrusteeSecurity Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereofSecurity Documents, 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 by the Collateral Documentshereby, according to the intent and purposes herein and therein expressed. The Issuers shall takeCompany shall, or and shall cause their each of its Restricted Subsidiaries that are party to one or more Collateral Documents to to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Security Documents to create and maintain, as security for the Obligations of the Issuers hereunderObligations, a valid and enforceable enforceable, perfected Lien (except as expressly provided herein or 63 62 therein), Liens in and on all the Note Collateral, in favor of the Collateral Agent for Agent, superior to and prior to the benefit rights of all third Persons, and subject to no other Liens, other than as provided herein and therein. Each Holder of a Note, by its acceptance thereof, consents and agrees to the terms of the Holders Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral and indemnification of the Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs (i) the Collateral Agent, with respect to each of the Security Documents to which it is a party and the Intercreditor Agreement, and (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided, however, that upon qualification of this Indenture with the priority required under TIA, if any provision of the Collateral DocumentsIntercreditor Agreement limits, subject to Permitted Liensqualifies or conflicts with the duties imposed by the provisions of the TIA, the TIA shall control.
Appears in 1 contract
Collateral Documents. The due Indenture (excluding Supplement 44) constitutes, and punctual payment when Supplement 44 to the Indenture is executed and delivered by the Borrower and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid lien upon all of the principal properties and assets of the Borrower specifically or generally described or referred to in the Indenture as being subject to the lien thereof, and will create a similar lien upon all properties and assets acquired by the Borrower after the date hereof which are required to be subjected to the lien of the Indenture, when acquired by the Borrower, and subject, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding Supplement 44 to the Indenture) has been duly recorded as a mortgage and deed of trust of real estate, and any required filings (other than with respect to filing Supplement 44 to the Indenture) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all Taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents and the issuance of the Secured Note (other than with respect to filing Supplement 44 to the Indenture) have been paid; Supplement 44 to the Indenture will be duly recorded or filed within 90 days of the Closing Date in the real and personal property records in each place in which the Indenture (excluding Supplement 44 to the Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all Taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of Supplement 44 to the Indenture will be paid. Upon filing of Supplement 44 to the Indenture (or notices thereof) and financing statements in the official public records of the applicable jurisdictions, the lien and security interest and premium, if any, on the Notes when and as the same so perfected shall be due first and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption prior to any other lien or otherwise, and security interest on the overdue principal of Borrower’s right, title and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which Trust Estate (excluding the Issuers have entered into simultaneously with the execution of this Indenture and which are “Easements” listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees A through Exhibit A-37 to the terms of the Collateral Documents (includingIndenture), without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver subject only to the Trustee copies of all documents delivered exceptions referred to the Collateral Agent pursuant to the Collateral 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 Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent Permitted Liens and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes with the priority required under the Collateral Documents, subject to Permitted LiensEncumbrances.
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Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Collateral Documents. The due and punctual payment of the principal of and interest and premiumof, premiums on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premiums on, if any, interest and premium on (to the extent permitted by law), if any, on ) the Notes and performance of all other obligations of the Issuers Company to the Holders of Notes or the Trustee under this Indenture Agreement and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have Company has entered into simultaneously with the execution of this Indenture Agreement and which are listed on Exhibit B heretoany Collateral Documents to be entered into subsequent to the Guaranty Date pursuant to the terms hereof. Each Holder of Notes, by its acceptance thereofthereof and of the Company's Guaranty hereunder, consents and agrees to the terms of the each Collateral Documents Document (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the its terms of the Collateral Documents and authorizes and directs the Collateral Agent Agent, as agent for the ratable benefit of the Holders, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and Company shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Collateral Documents or as may be reasonably requested in writing by the TrusteeDocuments, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture Agreement and of the Notes secured by the Collateral Documentsguaranteed hereby, according to the intent and purposes therein herein expressed. The Issuers Company shall take, or shall cause their its Subsidiaries that are party to one or more Collateral Documents to take, upon request of the TrusteeCollateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunderCompany under this Agreement, the Notes and the Collateral Documents, a valid and enforceable perfected first priority Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders Holders, superior to and prior to the rights of Notes with the priority required under the Collateral Documents, all third Persons and subject to no other Liens other than Permitted LiensLiens permitted by the applicable Collateral Document.
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