Security Documents and Guarantees Sample Clauses

Security Documents and Guarantees. (a) Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantees, the Collateral and the Loan Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Bank Product Obligations with respect to any Bank Product Agreement. Subject to Section 11.02, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 8.01 or 11.02) have otherwise consented or (ii) release any Guarantor from the Guarantees pursuant to Section 7.09 or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 8.01 or 11.02) have otherwise consented.
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Security Documents and Guarantees. The Security Documents and Guarantees shall have been duly executed and delivered by the respective parties thereto and there shall have been delivered to the Agent (i) certificates representing all Pledged Securities, together with executed and undated stock powers and/or assignments in blank, (ii) evidence of the filing and due execution of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant to the Agent a perfected first priority Lien in such Collateral superior to and prior to the rights of all third persons and subject to no other Liens other than Prior Liens, (iii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name Holdings, the Borrower or any domestic Subsidiary of the Borrower as debtor and which are filed in those jurisdictions in which any of the Collateral is located and the jurisdictions in which Holdings', the Borrower's and each such Subsidiary's principal place of business is located, none of which, except as set forth in the applicable Security Documents, shall encumber the Collateral covered or intended or purported to be covered by DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 the Security Documents, and (iv) evidence that arrangements have been made for the prompt completion of all recordings and filings of each Security Document related to Mortgaged Real Property and delivery to the Agent of such other security and other documents as may be necessary or, in the reasonable opinion of Agent, desirable to perfect the Liens created, or purported or intended to be created, by the Security Documents.
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Security Documents and Guarantees. The Security Documents and the Guarantees shall have been duly executed and delivered by the respective parties thereto and there shall have been delivered to the Collateral Agent (i) certificates representing all Pledged Securities (if certificated), together with executed and undated stock powers and/or assignments in blank, (ii) evidence of the filing or making of arrangement for filing of appropriate financing statements or comparable documents under the provisions of the UCC and applicable domestic, foreign or local laws, rules or regulations in each of the offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) where such filing is necessary or appropriate to grant to the Collateral Agent a perfected first priority Lien in such Collateral superior to and prior to the rights of all third persons other than the holders of Prior Liens and subject to no other Liens except Liens expressly permitted by the applicable Security Document, (iii) tax lien and judgment searches, to the extent avail- able, and certified copies of Requests for Information (Form UCC-11 or the equivalent) or equivalent reports or lien search reports in the United States, the United Kingdom and Canada listing all effective financing statements or comparable documents which name any Credit Party or any of its Subsidiaries (prior to and after giving effect to the Transaction) as debtor and which are filed in those jurisdictions in which any of the Collateral is located and the jurisdictions in which any Credit Party or any of its Subsidiaries maintains its chief executive office, none of which shall encumber the Collateral covered or intended or purported to be covered by the Security Documents except Prior Liens and other Liens expressly permitted by the applicable Security Document and (iv) evidence of the completion of all recordings and filings of each Security Document and delivery of such other security and other documents as may be necessary (which, in respect of the U.K., will be provided reasonably contemporaneously with the execution and delivery of the Security Documents and the Guarantees) or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported or intended to be created, by the Security Documents.
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Security Documents and Guarantees. (a) Each Secured Party hereby further authorizes the Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantees, the Collateral and the Loan Documents; provided that the Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Bank Product Obligations with respect to any Bank Product Agreement. Subject to Section 11.02, without further written consent or authorization from any Secured Party, the Agent may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.02) have otherwise consented or (ii) release any Guarantor from the Guarantees pursuant to Section 7.09 or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.02) have otherwise consented, if such Person (A) ceases to be a Subsidiary as a result of a transaction permitted hereunder, (B) becomes an Unrestricted Subsidiary or (C) becomes an Excluded Subsidiary; provided, that, no such release shall occur with respect to an entity that ceases to be a Subsidiary if such Guarantor continues to be a guarantor in respect of the Senior Secured Notes or the Senior Unsecured Notes unless and until each 116 Guarantor is (or is being simultaneously) released from its guarantee with respect to the Senior Secured Notes or the Senior Unsecured Notes, as applicable.
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Security Documents and Guarantees. 113107 Section 10.13 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 115108 Section 10.14 Ship Mortgage Trust. 116109 Section 10.15 Erroneous Payments. 116110 ​ ​ ​ ARTICLEARTICLE XI MISCELLANEOUS 117111 Section 11.01 Notices. 117111 Section 11.02 Waivers; Amendment 120113 Section 11.03 Expenses; Indemnity 122116 Section 11.04 Successors and Assigns 125118 Section 11.05 Survival of Agreement 128121 Section 11.06 Counterparts; Integration; Effectiveness 128121 Section 11.07 Severability 128122 Section 11.08 Right of Setoff; Marshalling; Payments Set Aside 128122 Section 11.09 Governing Law; Jurisdiction; Consent to Service of Process 129123 Section 11.10 Waiver of Jury Trial 130124 Section 11.11 Headings 131124 Section 11.12 Confidentiality 131124 Section 11.13 Interest Rate Limitation 132125 Section 11.14 Assignment and Acceptance 132125 Section 11.15 Obligations Absolute 132125 Section 11.16 Waiver of Defenses; Absence of Fiduciary Duties 132126 Section 11.17 Patriot Act; Beneficial Ownership Regulation Notice 133126 Section 11.18 Bank Product Providers 133127 Section 11.19 EXCLUDED SWAP OBLIGATIONS 134127 Section 11.20 Flag Jurisdiction Transfer 134128 Section 11.21 Judgment Currency 135128 Section 11.22 Waiver of Sovereign Immunity 135128 Section 11.23 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 135129 Section 11.24 Certain ERISA Matters 136129 Section 11.25 Acknowledgement Regarding Any Supported QFCs 137130 ​ ​ v ​ ​ ​ ​ ANNEXES ​ ​ ​ ​ ​ Annex I — Initial Lenders and Commitments ​ ​ ​ SCHEDULES ​ ​ ​ ​ ​ Schedule 1.01(a) — Collateral Vessels Schedule 1.01(b) — Acceptable Third Party Technical Managers Schedule 1.01(c) — Approved Brokers Schedule 1.01(d) — Commercial Managers Schedule 1.01(e) — Subsidiary Guarantors Schedule 1.01(f) — Sustainability Pricing Adjustment Schedule Schedule 1.01(h) — Disqualified Institutions Schedule 2.09 — Scheduled Revolving Commitment Reductions Schedule 3.07(a) — Equity Interests Schedule 3.07(c) — Corporate Organizational Chart Schedule 3.20 — Required Insurance Schedule 5.14 — Earnings Account Schedule 5.15 — Post-Closing Matters Schedule 6.01(b) — Existing Indebtedness Schedule 6.04(a) — Existing Investments Schedule 6.09(d) — Certain Affiliate Transactions ​ ​ ​ EXHIBITS ​ ​ ​ ​ ​ Exhibit A — Form of Assignment and Acceptance Exhibit B — Form of Borrowing Request Exhibit C — Form of Compliance Certificate Exhibit D — Form of Subordination Provisions Exhibit E — ...
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Security Documents and Guarantees. Collateral covered, or intended or purported to be covered, by the Security Documents other than Prior Liens), (iv) to the extent inventory is maintained on a leased premise, agreements from the respective landlords of such of the Real Property which is being leased by the Borrower or its Subsidiaries (to the extent such agreements can be obtained through commercially reasonable efforts by the Borrower) confirming that such landlords have subordinated their landlord liens in the Borrower's (or such Subsidiaries', as applicable) personal property to the security interests held by Collateral Agent pursuant to applicable Security Documents and that such landlords will provide Collateral Agent with reasonable access to such facilities to exercise Collateral Agent's remedies pursuant to such applicable Security Documents, (v) insurance certificates naming Collateral Agent as loss payee or additional insured as required pursuant to the Security Documents, and (vi) delivery of such other security and other documents as may be reasonably necessary and as are reasonably requested by the Collateral Agent to perfect the Liens created, or purported or intended to be created, by the Security Documents.
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Security Documents and Guarantees. 74 SECTION 11.2. Subordination Agreement.................................................. 74 ARTICLE XII Miscellaneous
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Security Documents and Guarantees. The parties hereto acknowledge that simultaneously with the execution hereof, the Security Documents and the Guarantees are being entered into, to provide additional security for the Securities. Each Holder, by accepting a Security, agrees to all of the terms and provisions of the Security Documents and the Guarantees, as the same may be amended from time to time pursuant to the provisions thereof and this Indenture.
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Security Documents and Guarantees 
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Related to Security Documents and Guarantees

  • Collateral Documents and Guaranties Each Lender (which term shall include, for purposes of this Section 8.6, any Hedge Agreement Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Collateral Document as secured party and to be the agent for and representative of Lenders under each Guaranty, and each Lender agrees to be bound by the terms of each Collateral Document and the Guaranties; provided that Administrative Agent shall not (a) enter into or consent to any material amendment, modification, termination or waiver of any provision contained in any Collateral Document or the Guaranties or (b) release any Collateral (except as 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 Section 9.6, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (i) 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, (ii) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented or (iii) subordinate the Liens of Administrative Agent, on behalf of Secured Parties, to any Liens permitted by clause (v) of Section 6.2(a); provided that, in the case of a sale or other disposition of such item of Collateral or stock referred to in subdivision (i) or (ii), the requirements of Section 9.14 are satisfied. Anything contained in any of the Loan Documents to the contrary notwithstanding, (A) no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof and (B) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (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 as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale.

  • Collateral Documents and Guaranty (a) The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,

  • Loans and Guarantees (a) The Borrower shall not (and the Borrower shall ensure that no member of the Group will):

  • Agents Under Security Documents and Guarantee Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Credit Document (i) upon the termination of all Commitments and Letters of Credit (other than Letters of Credit that were Cash Collateralized) and the payment in full of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made, Secured Hedge Obligations and Secured Cash Management Obligations and Obligations under Letters of Credit that have been Cash Collateralized), (ii) that is sold or to be sold or transferred as part of or in connection with any sale or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guarantee otherwise in accordance with the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that constitutes Excluded Property or Excluded Stock and Stock Equivalents or (vi) if approved, authorized or ratified in writing in accordance with Section 13.1; (b) release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted under clause (vi) (solely with respect to Section 10.1(d)), and (ix) of the definition of Permitted Lien; and (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement. The Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11, irrespective of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure by them to take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those amounts. Any amount due and payable by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.11.

  • Security Documents The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee 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 Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) 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 Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

  • Collateral and Guarantee Matters Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.1(b)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.

  • Agents under Collateral Documents and Guaranty Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust).

  • Indebtedness and Guaranties Incur any indebtedness for borrowed money other than in the ordinary course of business consistent with past practice with a term not in excess of one year; or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other person or entity, other than the issuance of letters of credit in the ordinary course of business and in accordance with the restrictions set forth in Section 5.2(r).

  • Investments and Guaranties As of the Agreement Date, no Borrower Party or any Subsidiary of a Borrower Party owns any Equity Interests of any Person except as disclosed on Schedules 5.1(c)-1 and 5.1(c)-2, or has outstanding loans or advances to, or guaranties of the obligations of, any Person, except as reflected in the financial statements referred to in Section 5.1(k) or disclosed on Schedule 5.1(m).

  • Release of Liens and Guarantees In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

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