Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Trustee or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters.
(b) If the Company or any Guarantor acquires any assets or property that are required to become Collateral pursuant to this Indenture or the Note Security Documents or any Subsidiary is required to become a Guarantor pursuant to Section 4.13, the Company or such Guarantor shall promptly (and in any event within 45 days after such acquisition or requirement to become a Guarantor commences, or such later date as the Collateral Trustee may approve) execute a joinder to the applicable Note Security Documents and take all steps necessary to validly perfect such Lien (to the extent required by the Note Security Documents), and the Trustee and the Collateral Trustee, as applicable, are authorized and directed to execute any documentation consistent therewith.
(c) The Company and each Guarantor shall execute such further documents, financing statements, agreements and instruments, and take all commercially reasonable further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Note Security Documents on the Collateral remain perfected (to the extent required by the Note Security Documents) with the priority required by ...
Note Security Documents. As of the Closing Date, the Note Security Documents will be effective to create in favor of the 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 proceeds thereof subject to the 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), or other applicable Enforceability Exceptions. In the case of the Pledged Certificated Stock (as defined in the U.S. Security Agreement) and Pledged Debt (as defined in the U.S. Security Agreement) described in the Note Security Documents, when stock certificates representing such Pledged Certificated Stock and promissory notes representing such Pledged Debt 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 Note Security 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 Note Security Documents constitute a fully perfected Lien on, and first ranking priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Issuer and the Guarantors in such Collateral and the proceeds thereof, to the extent such Collateral and proceeds can be perfected by such actions, as security for the Convertible Notes subject to the 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).
Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Agent or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters.
Note Security Documents. The Note Security Documents to which the Issuer and each applicable Guarantor will be a party on the Closing Date will, as applicable, (i) have been duly authorized by the Issuer and the Guarantors, (ii) have been duly executed and delivered by the Issuer and the Guarantors, (iii) conform in all material respects to the descriptions thereof contained in each of the Registration Statement and the Final Prospectus and (iv) assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute a valid and binding agreement of the Issuer, enforceable against the Issuer and the Guarantors, as applicable, in accordance with its terms, and, upon delivery of the applicable Note Security Documents to the Collateral Agent (as defined in the Commitment Agreements), the Note Security Documents will be sufficient to create valid security interests in or trusts or mortgages on and liens on the Collateral (as defined in the Commitment Agreements), enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
Note Security Documents. 11 3.19 Disclosure............................................................ 11 3.20 Solvency.............................................................. 11 3.21
Note Security Documents. 53 Section 11.02
Note Security Documents. On the Closing Date, the Company, each Guarantor, the Trustee, the Agent and other parties thereto shall have executed and delivered each of the Notes Security Documents, and the Notes Security Documents shall be in full force and effect, and the Trustee, for the benefit of the holders of the Securities, shall have a valid and perfected security interest in respect of the Collateral securing the obligations of the Company under the Indenture and such security interest of the holders will not be subject to or subordinated to any Liens other than Permitted Liens.
Note Security Documents. The Bank shall have received duly executed and delivered copies of this Agreement (and all exhibits and schedules hereto), the Revolving Credit Note and the Security Credit Agreement, July 31, 1995 - 14 - Chemical Xxxxxx Tank Lines, Inc. Documents, together with all instruments, financing statements and other documents then required to be delivered pursuant to each Security Document, in each instance in form and substance satisfactory to the Bank.
Note Security Documents. The Trustee is authorized and directed to (i) enter into the Note Security Documents (to the extent a party thereto), (ii) bind the Holders on the terms as set forth in the Note Security Documents and (iii) perform and observe its obligations under the Note Security Documents.
Note Security Documents. The due and punctual payment of the principal of, 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, premium on, if any, and interest, if any (to the extent permitted by law), 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 (including, without limitation, the Subsidiary Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Note Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Note Security Documents (including, without limitation, the provisions providing for foreclosure, subordination of Liens and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee to direct the Collateral Trustee to enter into the Note Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Note Security Documents, 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 Note Security Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Note Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Trustee, the Collateral Trustee and each Holder of the Notes, by accepting the Notes and the Subsidiary Guarantees of the Guarantors (with respect to the Holders) and the benefits of the Note Documents, acknowledges that, as more fully set forth in the Note Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders and Trustee, subject to the Collateral Trust Agreement, the Tenaska Intercreditor Agreement and any other intercreditor agreement entered into from time to time after the date hereof as contemplated by this Indenture, and the Lien of th...
