Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Document and irrespective of:
(i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Document;
(ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;
(iii) anything contained in any filing or agreement to which Senior Lender or Subordinated Lender now or hereafter may be a party; and
(iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Document.
(b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or not any Insolvency Event has occurred:
(i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created.
(ii) Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and
(iii) Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral.
(c) In exercising rights and remedies with respect to the Collateral, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole business judgment. ...
Rights in Collateral. (a) Other than the liens set forth on Schedule VI, Grantor represents, warrants and covenants that it has and shall have at all times valid title to all Collateral, free and clear of all liens, claims, charges and encumbrances (except for Permitted Liens), and Grantor shall defend such title against the claims and demands of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing of proper financing statements in the jurisdictions and the taking of all other steps regarding perfection specified on Schedule VII attached hereto, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which are accorded priority. Grantor represents and warrants that to the best of Grantor’s knowledge, except as previously disclosed, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect thereto, except to the extent of allowances for uncollectible accounts reflected on the financial statements of Grantor in accordance with generally accepted accounting principles consistently applied.
(b) Except for dispositions permitted by the Indenture or in the ordinary course of business, Grantor shall not sell, transfer, assign, convey or otherwise dispose of, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right with respect thereto, without, the prior written consent of Trustee.
(c) Grantor assumes full responsibility for taking any and all steps to preserve its rights with respect to the Collateral against all prior parties. Trustee shall be deemed to have exercised reasonable care in the preservation and custody of the portion of the Collateral as may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor shall reasonably request in writing; provided that such requested action shall not, in the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in or the value of such Collateral, and provided further that such written request is received by Trustee in sufficient time to permit Trustee to take the requested action. In the absence of such written request, Trustee shall be deemed t...
Rights in Collateral. Debtor has rights in, and the power to transfer, the Collateral. Debtor's right, title and interest in and to the Collateral is free of all adverse claims, liens, security interests and restrictions on transfer or pledge, other than the security interests and restrictions created under, or set forth in, this Agreement, the Purchase Agreement and its schedules and the other Transaction Documents referred to in the Purchase Agreement.
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case Collateral Agent shall, upon written request by Administrative Agent or Indenture Trustee, acting on behalf of the Tranche A Noteholders after a Tranche A Event of Default, subject to Lessee's right of quiet enjoyment pursuant to Section 2 of the Lease Agreement, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 7.14, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is related to a Lease Event of Default, subject to Lessee's rights to purchase the Items of Equipment pursuant to Section 24 of the Lease Agreement, may take possession of all or any part of Lessor Collateral and may exclude Lessor, and, subject to the terms of the Lease Agreement, Lessee, any sublessee and all Persons claiming under any of them wholly or partly therefrom; provided, however, Collateral Agent shall not sell or re-lease the Equipment for a period of thirty (30) days after such Event of Default during which time Lessor, Administrative Agent, Collateral Agent and any Tranche B Lender may remarket the Equipment.
Rights in Collateral. Company represents, warrants and covenants that it has and shall have at all times good and valid title to all of the Collateral, free and clear of all Liens (as such term is defined in that certain Amended and Restated Credit Agreement, dated as of June 17, 2011, by and between Bluefly, Inc. and Wxxxx Fargo Bank, National Association, as amended, restated or refinanced from time to time (the “Credit Agreement”)), other than (i) Liens in favor of Wxxxx Fargo Bank, National Association under the Credit Agreement and (ii) Permitted Encumbrances (as such term is defined in the Credit Agreement). Company represents and warrants that this Note creates a valid security interest in the Collateral and, upon the filing of financing statements in the State of Delaware, such security interest shall constitute a perfected lien on and security interest in all Collateral in which a security interest may be perfected by filing a financing statement pursuant to the Uniform Commercial Code (the “UCC”).
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case Security Trustee and/or Agent shall, upon written request by the Majority Lenders, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 5.11, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is a Loan Event of Default referred to in Section 5.10(a) hereof, any and all of the remedies pursuant to the Equipment Agreement, and may take possession of all or any part of the Collateral and may exclude Obligees, Obligor, any lessee and all Persons claiming under any of them wholly or partly therefrom.
Rights in Collateral. Notwithstanding anything to the contrary contained in any Debt Document, and irrespective of: (a) the time, order or method of attachment or perfection of the security interests created hereby; (b) the time, order or filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; and (c) the rules for determining priority under the UCC or any other Law or rule governing the relative priorities of secured creditors, (i) any security interest in any Collateral heretofore or hereafter granted to secure any Senior Secured Obligation shall be secured on an equal and ratable basis and (ii) any security interest in any Collateral heretofore or hereafter granted to secure any Senior Secured Obligation has and shall have priority, to the extent of any unpaid Senior Secured Obligations, over any security interest in such Collateral granted to secure the New Junior Secured Obligation.
Rights in Collateral. Priority of Liens. All Collateral is owned or --------------------------------------- leased by Borrower, free and clear of any and all Liens in favor of third parties, other than Permitted Liens. The Liens granted to TBCC pursuant to the Loan Documents constitute valid, enforceable and perfected first-priority Liens on the Collateral, except for Permitted Liens.
Rights in Collateral. Company represents, warrants and covenants that it has and shall have at all times good and valid title to all of the Collateral, free and clear of all Liens (as such term is defined in that certain Credit Agreement, dated as of November 13, 2012, by and among, among others, Bluefly, Inc. and Salus Capital Partners, LLC, as amended, restated or refinanced from time to time (the “Credit Agreement”)), other than (i) Liens in favor of Salus Capital Partners, LLC under the Credit Agreement and (ii) Permitted Encumbrances (as such term is defined in the Credit Agreement). Company represents and warrants that this Note creates a valid security interest in the Collateral and, upon the filing of financing statements in the State of Delaware, such security interest shall constitute a perfected lien on and security interest in all Collateral in which a security interest may be perfected by filing a financing statement pursuant to the Uniform Commercial Code (the “UCC”).”
Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Document and irrespective of:
