Common use of Note Security Documents Clause in Contracts

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. As of the Closing DateAt Closing, 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 Third Supplemental 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 Secured 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. As of the Closing DateAt Closing, 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. As From and after the Issue Date and upon the execution and delivery of the Closing Date, Intercreditor Agreement (or joinders thereto) and the Note Security Documents will be effective to create in favor Documents, the due and punctual payment of the Collateral Agentprincipal of, for premium, if any, or interest on the benefit 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, if any, or interest on the Notes, the Subsidiary Guarantees and performance of all other Obligations of the Secured Parties (as defined in Issuer and the Indenture), valid security interests (subject only to Permitted Liens) in the Collateral described therein and proceeds thereof subject Guarantors to the effects of bankruptcyHolders or the Trustee under this Indenture, insolvencythe Notes, fraudulent conveyancethe Subsidiary Guarantees, moratoriumthe Intercreditor Agreement and the Note Security Documents, reorganizationaccording to the terms hereunder or thereunder, 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 (shall be secured as defined in the U.S. Security Agreement) and Pledged Debt (as defined in the U.S. Security Agreement) described provided in the Note Security Documents, when stock certificates representing such Pledged Certificated Stock which define the terms of the Liens that secure the Obligations under this Indenture, the Notes and promissory notes representing such Pledged Debt are delivered the Subsidiary Guarantees, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent duly endorsed holds the Collateral for the benefit of the Holders of the Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Note Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in blankeffect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Note Security Documents and the Intercreditor Agreement or joinders thereto on the Issue Date, and at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in the case of deposit accounts or securities accounts located in the United States, upon accordance therewith. 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 the Issuer shall deliver to the Notes Collateral Agent copies of all documents required on the Closing Date or otherwise in appropriate form are to be 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 onDocuments, and first ranking priority (subject only will do or cause to Permitted Liens) be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the security interest inin 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 Issuer and the Guarantors shall take any and all rightactions and make all filings (including the filing of UCC financing statements, title continuation statements and interest amendments thereto) and promptly execute, acknowledge and deliver the Note Security Documents, instruments, certificates, notices and other documents, in each case as may be required to cause the Note Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors in such Collateral to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement and the proceeds thereofNote Security Documents, to a valid and enforceable perfected Lien and security interest in and on all of the extent such Collateral and proceeds can be perfected by such actions, as security for the Convertible Notes (subject to the effects terms of bankruptcythe Intercreditor Agreement and the Note Security Documents), insolvencyin favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens or Post-Release Permitted Liens, 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)as applicable.

Note Security Documents. As From and after the Issue Date and upon the execution and delivery of the Closing Date, Intercreditor Agreement Joinder and the Note Security Documents will be effective to create in favor Documents, the due and punctual payment of the Collateral Agentprincipal of, for premium, if any, or interest on the benefit 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, if any, or interest on the Notes, the Subsidiary Guarantees and performance of all other Obligations of the Secured Parties (as defined in Issuer and the Indenture), valid security interests (subject only to Permitted Liens) in the Collateral described therein and proceeds thereof subject Guarantors to the effects of bankruptcyHolders or the Trustee under this Indenture, insolvencythe Notes, fraudulent conveyancethe Subsidiary Guarantees, moratoriumthe Intercreditor Agreement and the Note Security Documents, reorganizationaccording to the terms hereunder or thereunder, 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 (shall be secured as defined in the U.S. Security Agreement) and Pledged Debt (as defined in the U.S. Security Agreement) described provided in the Note Security Documents, when stock certificates representing such Pledged Certificated Stock which define the terms of the Liens that secure the Obligations under this Indenture, the Notes and promissory notes representing such Pledged Debt are delivered the Subsidiary Guarantees, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent duly endorsed holds the Collateral for the benefit of the Holders of the Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Note Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in blankeffect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Note Security Documents and the Intercreditor Agreement (including pursuant to the Intercreditor Agreement Joinder) to which they are a party on the Issue Date, and at any time after the Issue Date, if applicable, and to perform their respective obligations and exercise their respective rights thereunder in the case of deposit accounts or securities accounts located in the United States, upon accordance therewith. 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 the Issuer shall deliver to the Notes Collateral Agent copies of all documents required on the Closing Date or otherwise in appropriate form are to be 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 onDocuments, and first ranking priority (subject only will do or cause to Permitted Liens) be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the security interest inin 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 Issuer and the Guarantors shall take any and all rightactions and make all filings (including the filing of UCC financing statements, title continuation statements and interest amendments thereto) and promptly execute, acknowledge and deliver the Note Security Documents, instruments, certificates, notices and other documents, in each case as may be required to cause the Note Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors in such Collateral to the secured parties under this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement and the proceeds thereofNote Security Documents, to a valid and enforceable perfected Lien and security interest in and on all of the extent such Collateral and proceeds can be perfected by such actions, as security for the Convertible Notes (subject to the effects terms of bankruptcythe Intercreditor Agreement and the Note Security Documents), insolvencyin favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens or Post-Release Permitted Liens, 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)as applicable.