Security Documents; etc. (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Pledge Agreement Collateral referred to therein then owned by such Credit Party and required to be pledged pursuant to the terms thereof, (x) endorsed in blank in the case of promissory notes or (y) accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect.
(b) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I (as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Security Agreement”) covering all of the Security Agreement Collateral, together with:
(i) Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement;
(ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); and
(iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement have been taken; and the Security...
Security Documents; etc. The Security Documents shall have been duly authorized, executed and delivered by the Company, its Subsidiaries that are each a party thereto and the other parties thereto, and such Purchaser shall have received true, correct and complete copies of each thereof.
Security Documents; etc. Any event of default described in any ----------------------- Security Document or Partnership Agreement shall have occurred and be continuing, or any material provision of any Security Document or Partnership Agreement shall at any time for any reason cease to be valid and binding and enforceable against any obligor thereunder, or the validity, binding effect or enforceability thereof shall be contested by any person, or any obligor shall deny that it has any or further liability or obligation thereunder, or any Security Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way ceases to give or provide to the Bank the benefits purported to be created thereby, or the Company shall not be the general partner of and operator under each Partnership.
Security Documents; etc. (a) The Letter of Credit Issuers and the Lenders hereby authorize the Agent to enter into each of the Security Documents and to take all action contemplated thereby. All rights and remedies under the Security Documents may be exercised by the Agent for the benefit of (i) the Agent, the Letter of Credit Issuers and the Lenders, and (ii) the Agent, the Letter of Credit Issuers and the Lenders. The Agent may assign its rights and obligations under any of the Security Documents to any affiliate thereof or to any trustee, which assignee in each such case shall be entitled to all the rights of the Agent under the applicable Security Document and all rights hereunder of the Agent with respect to the applicable Security Document.
(b) Except as provided in Section 11.5 with respect to releasing Collateral, in each circumstance where, under any provision of any Security Document, the Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Borrower under such Security Document, the Agent shall act in respect of such consent, exercise or remedies, determination or action, as the case may be, with consent of and at the direction of the Required Lenders; provided, however, that no such consent of the Required Lenders shall be required with respect to any consent, determination or other matter that is, in the Agent's judgment, non-material, ministerial or administrative in nature. In each circumstance where any consent of or direction from the Required Lenders is required, the Agent shall notify the Lenders in reasonable detail of the matter as to which consent or direction is required and the Agent's proposed course of action with respect thereto. In the event the Agent shall not have received a response from any Lender within three Business Days after receipt of such written notice, such Lender shall be deemed to have agreed to the course of action proposed by the Agent.
Security Documents; etc. Each Lender hereby authorizes the Collateral Agent to enter into each of the Security Documents and to take all action contemplated thereby. Each Lender agrees that each such person shall not have any right individually to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of Lenders and the other beneficiaries thereof upon the terms thereof. The Collateral Agent may assign its rights and obligations as Collateral Agent under any of the Security Documents to any direct or indirect Subsidiary of the Collateral Agent or to any trustee, which assignee, in each such case, shall be entitled to all the rights of the Collateral Agent under the applicable Security Document and all rights hereunder of the Collateral Agent with respect to the applicable Security Document. In addition, the Lenders authorize the Administrative Agent and the Collateral Agent to appoint one or more trustees who shall hold, independently and separately, the benefit of the Obligations hereunder and the Collateral therefor under any of the Security Documents relating to the pledge of Securities of the Dutch Borrower and its Subsidiaries and/or Security Documents executed by the U.K. Borrower or any of its Subsidiaries, which appointment shall in no way affect the Obligations of the Borrowers to the Lenders and the Administrative Agent hereunder and under the other Credit Documents but the trustee thereof shall be entitled to all the rights hereunder of the Collateral Agent with respect to the applicable Security Document as if it had been a party hereto as Collateral Agent in respect thereof.
Security Documents; etc. On the Effective Date, each of the Credit Parties shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit G (as amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificated Collateral referred to therein then owned by such Credit Parties and required to be pledged pursuant to the terms thereof, endorsed in blank in the case of promissory notes or accompanied by executed and undated transfer powers in the case of certificated Equity Interests, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Pledge Agreement have been taken, and the Pledge Agreement shall be in full force and effect.
Security Documents; etc. The respective appropriate Obligors and the Collateral Agent shall have duly entered into (i) an amendment to the Guaranty Agreements, in a form satisfactory to the Purchasers, confirming that the Guarantors will be liable for the Obligations as increased by the Notes being issued and sold at the Series D Deferred Closing, and (ii) amendments to the Mortgages (Noteholders) with respect to real estate interests and to each other Security Document effective to reflect the issuance of, and extend the Lien of the Security Documents to secure, the Notes to be issued and sold at the Series D Deferred Closing. Each such Mortgage (Noteholders), each such amendment and all financing statements and/or instruments shall have been executed and delivered for recording or filing in public offices as may be necessary or desirable in order to perfect the Liens granted or extended thereby as against creditors of and purchasers from the Obligors. The Purchasers shall have received such evidence as they may reasonably request as to the absence of any intervening Liens since the Closing Date that would affect the priority of the Lien of the Security Documents theretofore delivered, as such Security Documents are amended by the amendments referred to in the preceding sentence.
Security Documents; etc. Any event of default described in any Security Document shall have occurred and be continuing (after giving effect to any applicable grace period), or any material provision of any Security Document shall at any time for any reason cease to be valid and binding and enforceable against any obligor thereunder, or the validity, binding effect or enforceability thereof shall be contested by any person, or any obligor shall deny that it has any or further liability or obligation thereunder, or any Security Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to the Bank the benefits purported to be created thereby, or the Bank in good faith deems itself insecure; or
Security Documents; etc. The Borrower acknowledges and agrees that (i) all obligations of the Borrower under the Credit Agreement, as amended by the foregoing Amendment, and the other Loan Documents (including without limitation the Notes, after giving effect to the prepayment and the capitalization of the Accommodation Fee contemplated by
Security Documents; etc. 45 5.11 Subsidiaries Guaranty; Intercompany Subordination Agreement......
