Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. (b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date. (c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 4 contracts
Sources: Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, interest, the Waiver Fee and interest (including Additional Amounts, if any) any Make-Whole Amounts and other amounts comprising the Applicable Redemption Amount on the Convertible 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 and interest on the Convertible Notes (to the extent permitted by Law) and performance of all each and every other Obligations obligation of every nature of the Company Issuer and the Note Guarantors to the Holders or the Trustee Collateral Agent under this IndentureAgreement, the Convertible Notes, the Note Guarantees Guarantees, the Collateral Documents and the Collateral other Note Documents, according to the terms hereunder or thereunderthereunder (any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the Note Documents (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)), and any other amounts due under, the Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) regardless of how such obligation, liability or amount arises or by what agreement or instrument it may be evidenced, whether or not it is or may be direct, indirect, matured, unmatured, absolute, contingent, primary, secondary, liquidated, unliquidated, disputed, undisputed, joint, joint and several, legal, equitable, secured or unsecured, and whether or not any claim for such obligation is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law (collectively including the Guaranteed Obligations, the “Obligations”), shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor and Subordination Agreements. Without limiting the generality of the foregoing, the Obligations of each Note Party include (a) the obligation (irrespective of whether a claim therefor is allowed in a proceeding under any Debtor Relief Law) to pay principal, interest, fees, expenses, prepayment premiums, any Backstop Fee, Administration Fee, Fundamental Change Repurchase Price, Waiver Fee or other Applicable Redemption Amount or Make-Whole Amount and/or Attorneys’ Fee (including, in each case as defined in the Term Loan Credit Agreement, any Applicable Prepayment Premium, End of Term Fee, Administration Fee, Origination Fees, Waiver Fee and/or Attorneys’ Fees) and disbursements, indemnities and other amounts payable by such Person under the Note Documents or the Term Loan Documents (other than the “Warrant” as defined in the “Initial Credit Agreement” as defined in the Term Loan Credit Agreement), (b) the obligation to pay all costs and expenses incurred by the Collateral Agent and/or any other Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest, including but not limited to all reasonable Attorneys’ Fees and expenses of any Secured Party to enforce any Obligations whether or not by litigation and (c) the obligation to reimburse any amount in respect of any of the foregoing that any Secured Party (in its reasonable discretion pursuant to the terms of this Agreement or any other Note Document or Term Loan Document) may elect to pay or advance of behalf of such Note Party. The Trustee and the Company parties hereto hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral as defined in each of the Collateral Documents in trust for the benefit of the Holders Collateral Agent and the Trustee Holders and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreementand Subordination Agreements (if any). Each HolderHolder (including the Purchasers), by accepting a Note, and each beneficial owner of an interest in a Convertible Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement and Subordination Agreements (if any) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Agreement and the First Lien Intercreditor Agreementand Subordination Agreements (if any), and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents, the Note Documents and the First Lien Intercreditor Agreement and Subordination Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject The Issuer on its own behalf or on the behalf of the Guarantors shall deliver (or cause to be delivered) to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.111.4, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral Documents and the other Note 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 Agreement and of the Convertible Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and The Note Parties shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuer and the Guarantors to the Collateral Agent, the Purchasers, the Holders and any other Secured Parties under this Agreement, the Convertible Notes, the Note Guarantees, the Collateral Documents and the Note Guarantors to the First Lien Notes Secured PartiesDocuments, a valid and enforceable perfected Lien and security interest in and on all of the Collateral intended to be granted pursuant to the terms of the Collateral Documents (subject to the terms of the First Lien Intercreditor Agreement and Subordination Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee Collateral Agent subject to no Liens other than Permitted Liens.
(b) To . In addition, in the extent any assets owned by event the Company Issuer or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject takes any action to a valid Lien in favor of a Notes Collateral Agent on grant or prior to the Issue Date or subject to perfect a Lien in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) in any assets, the Issuer or such Guarantor shall also take such action to grant or perfect a Notes Lien in favor of the Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws without request of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateAgent.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 4 contracts
Sources: Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.), Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.), Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Priority Intercreditor Agreement. The Trustee and the Company Issuers hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Priority Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the Subsidiaries of the Company Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers and the Note Guarantors to the First Lien Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the First Priority Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 4 contracts
Sources: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)
Collateral Documents. (ai) The due and punctual payment of the principal ofAny Collateral Document after delivery thereof pursuant to Section 4.01, premium and interest 6.11, 6.13 or Article XII shall for any reason (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this IndentureAgreement) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting or to file Uniform Commercial Code amendments relating to a Note, and each beneficial owner Loan Party’s change of an interest in a Note, consents and agrees name or jurisdiction of formation (solely to the terms of extent that the Borrower provides the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time Agent written notice thereof in accordance with their terms and this Indenture the Loan Documents, and the First Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens subject to the Equal Priority Intercreditor Agreement, the Crossing Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien any other Customary Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit nonconsensual Liens arising solely by operation of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.Law; or
Appears in 4 contracts
Sources: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Company Note Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements, each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date, and the Collateral Documents and the First Lien Permitted Junior Intercreditor Agreement Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to In the Applicable event of conflict between an Intercreditor Agreement, any of the other Collateral LimitationsDocuments and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.118.01, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to On or following the Applicable Collateral Limitations, the Company shall, Issue Date and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Pari Passu Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateAgreement, the Company and the Note Guarantors shall use shall, at their commercially reasonable efforts sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to enter into financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to create be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens (including all will be created under the Collateral Documents governed by and other security agreements and other instruments and documents.
(b) It is understood and agreed that prior to the laws discharge of each Covered Jurisdictionthe Credit Facility Obligations, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets the extent that were pledged to the Credit Agreement Collateral Agent are not capable is satisfied with or agrees to any deliveries or documents required to be provided in respect of being pledged any matters relating to a the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent at shall be deemed to be satisfied with such deliveries and/or documents and the same time) and have all judgment of the Credit Agreement Collateral Agent in respect of any such Liens and any Liens created but not perfected (including by appropriate filings with matters under the United States Patent and Trademark Office and United States Copyright Office) on or prior Credit Agreement shall be deemed to be the Issue Date perfected, subject to any limitations set forth judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including the Applicable Collateral Limitationsin connection with assets acquired, within 120 days or Subsidiaries formed or acquired, after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary), the provisions of this Article 12 are qualified in their entirety by the Applicable Notes Collateral Limitations and neither the Company nor any Note Guarantor Agent shall be required pursuant deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture or any and the Collateral Document to take any action limited by the Applicable Collateral LimitationsDocuments.
Appears in 4 contracts
Sources: Supplemental Indenture (Invacare Corp), Supplemental Indenture (Invacare Corp), Indenture (Invacare Corp)
Collateral Documents. (a) The due and punctual payment of the principal of, premium premium, if any, and interest (including Additional Amounts), if any) , 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 premium, if any, and interest interest, if any, on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Notes and the Collateral other Notes Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the First Priority Notes Obligations, subject to the terms of the First Lien Collateral Trust Agreement and any Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold Trustee holds the Collateral in trust and, for the purposes of Swedish law, as agent for the benefit of of, among others, the Holders and the Trustee and pursuant to the terms of this Indenturethe Collateral Trust Agreement, the other Collateral Documents and the First Lien any Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the Collateral Trust Agreement) (including the provisions providing for the possession, use, release and foreclosure of Collateral) Collateral and the First Lien Intercreditor Agreement creation of the Parallel Obligation) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture Indenture, the Collateral Trust Agreement and the First Lien any Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent Trustee to enter into the Collateral Documents and the First Lien any Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes the Collateral Agent Trustee copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.112.01, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the The Company shall, and shall cause the Subsidiaries of the Company Guarantors to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdictionjurisdiction of the applicable Grantor, including in respect of a Jersey Security Agreement, to take any and all actions required to allow the Collateral Trustee to register financing statements in relation to each Jersey Security Agreement on the Jersey Security Interests Register and payment of associated fees)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Priority Notes Secured PartiesParties under the Notes Documents, a valid and enforceable perfected (to the extent applicable in the relevant jurisdiction) Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Collateral Trust Agreement, any Intercreditor Agreement and the other Collateral Documents), in favor of the Notes Collateral Agents Trustee for the benefit of of, among others, the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 3 contracts
Sources: Indenture (Concordia International Corp.), Indenture (Concordia Investment Holdings (Jersey) LTD), Indenture (Concordia International Corp.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) on , of, 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 of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Security Documents and the Collateral Documents, according to the terms hereunder or thereunderRegistration Rights Agreement, shall be secured as provided in the Collateral Security Documents. The Issuers shall, which define the terms and shall cause each of the Liens that secure the ObligationsRestricted Subsidiaries to, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Security Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in the Collateral contemplated hereby and/or and by the Collateral Documents or any part thereofSecurity Documents, 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 and therein expressed. Subject to the Applicable Collateral Limitations, the Company The Issuers shall, and shall cause the Subsidiaries each of the Company Restricted Subsidiaries to, take take, upon request of the Trustee, any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Security Documents to create and maintain, as security for the First Priority Notes Obligations of under this Indenture, the Company Notes, the Security Documents and the Note Guarantors to the First Lien Notes Secured PartiesRegistration Rights Agreement, a valid and enforceable enforceable, perfected Lien and security interest (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein; provided, that the Trustee's Lien securing the Collateral (subject may be subordinated pursuant to the terms of the First Lien Intercreditor Agreement to a Lien securing Indebtedness outstanding pursuant to Section 4.9(a) hereof, but only to the extent provided in the Intercreditor Agreement. The Issuers shall, and the Collateral Documents), in favor shall cause each of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject Restricted Subsidiaries to, use all reasonable efforts to no Liens other than Permitted Liens.
(b) To the extent obtain all requisite consents to enable such Issuers or Restricted Subsidiary to provide a Lien on any assets owned by the Company or any Note Guarantor on the Issue Date license (other than any Gaming License), contract or agreement to which such Issuer or Restricted Subsidiary that is an Excluded Asset described in clause (iii) of the definition of "Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations."
Appears in 3 contracts
Sources: Indenture (Majestic Star Casino LLC), Indenture (Majestic Investor Capital Corp), Indenture (Majestic Investor Capital Corp)
Collateral Documents. (a) The due and punctual payment of inter alia the principal ofprincipal, premium interest and interest (including Additional Amountspremium, if any) , and any other amounts due on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Secured Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Notes Collateral Agents hold Agent, as the case may be, holds the Collateral in trust for the benefit of the Holders and (i) the Trustee and the Holders, in each case pursuant to the terms of this Indenturethe Collateral Documents, and (ii) if so required to give effect to any provisions of the Intercreditor Agreement, the Collateral Documents Agent under the Credit Agreement and the First Lien Intercreditor Agreementother Lender Parties thereto. Each Holder, by accepting a Note, and each Note (or a beneficial owner of an interest in a Notetherein), consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each the Trustee and the Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each the Trustee (if it is not then the Notes Collateral Agent Agent) copies of all documents required delivered to be filed the Notes Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.110.01, to provide assure and confirm to the Trustee and the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or and by the Collateral 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. Subject to the Applicable Collateral Limitations, the The Company shallshall take, and shall cause the its Subsidiaries of the Company toto take, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintainmaintain (to the extent contemplated hereunder or thereunder), as security for the First Priority Notes Secured Obligations of the Company and the Note Guarantors to the First Lien Notes Secured PartiesGuarantors, a valid and enforceable perfected Lien and security interest (subject to Permitted Senior Liens) in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Trustee or the Notes Collateral Agents Agent for the benefit of the Holders and Holders; it being understood that the Trustee subject and Notes Collateral Agent shall have no duty with respect to no Liens other than Permitted Lienssuch actions.
(b) To The Trustee hereby appoints the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and as its agent under the Collateral Documents, including and the Applicable Notes Collateral LimitationsAgent is hereby authorized to act on behalf of the Trustee, within 120 days after with full authority and powers of the Issue DateTrustee hereunder, solely with respect to its role as Notes Collateral Agent.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 3 contracts
Sources: Indenture (Foster Wheeler Inc), Indenture (Foster Wheeler Inc), Indenture (Foster Wheeler LTD)
Collateral Documents. (a) The due Each Lender authorizes the Agent to enter into the Pledge Agreements and punctual payment each of the principal of, premium and interest other Collateral documents contemplated thereby (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenturecollectively, the Notes, the Note Guarantees and the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, according to it being understood and agreed that such rights and remedies may be exercised solely by the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this SECTION 11.12(C).
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, or consummation of any transaction involving the sale of all or substantially all of the assets of a Guarantor and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred or evidence the release of the applicable Guarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations any assets owned other Guarantor's obligations under the Guaranty or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 3 contracts
Sources: Credit Agreement (Landcare Usa Inc), Credit Agreement (Landcare Usa Inc), Credit Agreement (Transportation Components Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee and the Company Issuers hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each the Collateral Agent and the Trustee to enter into (including by way of joinder or accession and by way of appointing the Existing Second Lien Notes Collateral Agent to enter into serve as representative of the Collateral Agent) the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the Subsidiaries of the Company Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers and the Note Guarantors to the First Lien Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (bincluding the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) To required to create and maintain, as security for the extent Obligations of the THI Notes Issuer under the Existing THI Notes and the THI Notes Guarantors and under the Existing THI Notes, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral (subject to the terms of the applicable Intercreditor Agreement and any assets owned by the Company security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any Note Guarantor on similar agreements, guarantees and each of the Issue Date (other than Excluded Assets) are not subject agreements, instruments or documents that creates or purports to create a valid Lien or guarantee in favor of a the THI Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company Trustee for its benefit and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including benefit of the holders of the Existing THI Notes, in all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by portion of the Applicable Collateral LimitationsShared Collateral).
Appears in 3 contracts
Sources: Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Inc.)
Collateral Documents. Without limiting the generality of clause (a) The due of this Section 10.01, each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Agent and punctual payment Depositary to enter into any Collateral Document as secured party on behalf of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of such Lender or otherwise and to require the Holders delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and the Trustee and pursuant agrees to be bound by the terms of this Indentureeach of the Collateral Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, but subject to Section 11.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or Loan Document, it being understood and agreed that all powers, rights and remedies under the Collateral Documents may be exercised solely by the Agent (or its designee, including the Collateral Agent and the First Lien Intercreditor AgreementDepositary) for the benefit of Protected Parties in accordance with the terms thereof. Each HolderLender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent and the Depositary) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by accepting a NoteApplicable Laws, and each beneficial owner agrees that a certificate or other instrument executed by the Agent or the Collateral Agent evidencing such release of an interest Collateral shall be conclusive evidence of such release as to any third party, and (ii) except as otherwise expressly provided in a NoteSection 11.03 hereof, consents and agrees to the terms enter into any amendments or waivers of the Collateral Documents (including which the provisions providing for the possessionAgent determines are necessary or advisable, useincluding, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreementwithout limitation, and authorizes and directs each Notes Collateral Agent to enter into the those Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies form of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant exhibits to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.Agreement
Appears in 3 contracts
Sources: Warehouse Loan Agreement (Greenbrier Companies Inc), Warehouse Loan Agreement (Greenbrier Companies Inc), Warehouse Loan Agreement (Trinity Industries Inc)
Collateral Documents. (a) The due Guaranty and punctual payment Security Agreement (including as reaffirmed by the Reaffirmation Agreement) is effective to create in favor of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the ratable benefit of the Holders Secured Parties a legal, valid and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the enforceable security interest in the Collateral contemplated hereby and/or (as defined therein), and the Liens created under the Guaranty and Security Agreement constitute fully perfected Liens (to the extent that such Lien may be perfected by the Collateral Documents or any part thereoffiling of a UCC financing statement) on, as from time to time constitutedand security interest in, so as to render the same available for the security all right, title and benefit of this Indenture and interest of the Notes secured herebygrantors thereunder in such Collateral, according in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens and the Liens of the NPA Agent; provided that the Liens of the NPA Agent shall be pari passu with the Liens granted to the intent and purposes herein expressedAdministrative Agent under the Loan Documents pursuant to the Intercreditor Agreement. Subject to the Applicable Collateral LimitationsIntercreditor Agreement, when the certificates evidencing Capital Stock that constitutes “certificated securities” pledged pursuant to the Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Company shallLiens in such Capital Stock shall be fully perfected first priority security interests, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws perfected by “control” as defined in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted LiensUCC.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateWhen, if applicable, the Company Patent Security Agreements and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent Trademark Security Agreements are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with filed in the United States Patent and Trademark Office and the Copyright Security Agreements are filed in the United States Copyright Office) on , the Liens created by Guaranty and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Patents, Trademarks and Copyrights, if any, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than with respect to Permitted Prior Liens and the Liens of the NPA Agent; provided that the Liens of the NPA Agent shall be pari passu with the Liens granted to the Issue Date perfected, subject Administrative Agent under the Loan Documents pursuant to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateIntercreditor Agreement.
(c) Notwithstanding any provision hereof Each Mortgage, if any, when duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of such Loan Party’s right, title and interest in and to the contraryReal Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the provisions real estate records where the respective Mortgaged Property is located, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of this Article 12 are qualified such Loan Party in their entirety such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens and the Liens of the NPA Agent; provided that the Liens of the NPA Agent shall be pari passu with the Liens granted to the Administrative Agent under the Loan Documents pursuant to the Intercreditor Agreement.
(d) No Mortgage encumbers improved real property that is located in an area that has been identified by the Applicable Collateral Limitations Secretary of Housing and neither Urban Development as an area having special flood hazards and in which flood insurance has been made available under the Company nor any Note Guarantor shall be required pursuant National Flood Insurance Act of 1968, except to this Indenture or any Collateral Document the extent that the applicable Loan Party maintains flood insurance with respect to take any action limited by such improved real property in compliance with the Applicable Collateral Limitationsrequirements of Section 5.8.
Appears in 3 contracts
Sources: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower to the Administrative Agent, the Collateral Documents Administrative Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Administrative Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to no Liens execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 3 contracts
Sources: Credit Agreement (Headwaters Inc), Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Headwaters Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Trustee, the Company and the Company Note Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement ), each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents on the Issue Date, and the First Lien Intercreditor Agreement Collateral Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.118.01, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC On or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to following the Issue Date, the Company and the Note Guarantors shall use shall, at their commercially reasonable efforts to enter into Collateral Documents to create such Liens sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all Collateral Documents governed by further action that may be required under applicable law, or that the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets Trustee or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at may reasonably request (it being understood that neither the same timeTrustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and have all such priority of the Liens and any Liens security interests created but not perfected (including or intended to be created by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior Collateral Documents in the Collateral, in each case, to the Issue Date perfected, subject extent required pursuant to any limitations set forth in this Indenture and the Collateral Documents, including . Such security interest and Liens will be created under the Applicable Collateral Limitations, within 120 days after the Issue DateDocuments and other security agreements and other instruments and documents.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 3 contracts
Sources: Indenture (Nextnav Inc.), Indenture (Nextnav Inc.), Indenture (Nextnav Inc.)
Collateral Documents. (a) The due and punctual payment provisions of each of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations Collateral Documents are effective to create in favor of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders Lenders, a legal, valid and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the enforceable first priority security interest in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereofall right, as from time to time constituted, so as to render the same available for the security title and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations interest of the Company and its Subsidiaries in the Note Guarantors collateral described therein, subject only to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than any Permitted Liens.
(b) To Each Mortgage when delivered will be effective to grant to the extent Agent for the benefit of the Lenders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any assets owned by Permitted Liens and except as noted in the title policies delivered to the Agent pursuant to Section 5.01, is subject to a legal, valid, enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien such Subsidiary under such Mortgage in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company all personal property and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create fixtures covered by such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfectedMortgage, subject to any limitations no other Liens, except the encumbrances and exceptions to title set forth therein, as noted in this Indenture the title policies delivered to the Agent pursuant to Section 5.01 and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DatePermitted Liens.
(c) Notwithstanding any provision hereof to the contrary, the provisions All representations and warranties of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor and any Note Guarantor shall be required pursuant to this Indenture or any of its Subsidiaries party thereto contained in the Collateral Document to take any action limited by the Applicable Collateral LimitationsDocuments are true and correct.
Appears in 2 contracts
Sources: Credit Agreement (Oshkosh Truck Corp), Credit Agreement (Oshkosh Truck Corp)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower to the Administrative Agent, the Collateral Documents Administrative Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Administrative Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to no Liens execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Encore Capital Group Inc), Credit Agreement (Res Care Inc /Ky/)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Guarantees and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Issuers and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. Subject to The Issuers and the Applicable Collateral Limitations, the Company Guarantors shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to provide assure and confirm to the Notes Collateral Agents Agent the first-priority security interest in the Collateral contemplated hereby and/or Collateral, by the Collateral 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. Subject to The Issuers and the Applicable Collateral Limitations, the Company Guarantors shall, and the Company shall cause the its Subsidiaries of the Company to, take any and all actions and make all filings filings, registrations and recordations (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the First Priority Notes Obligations of the Company Issuers and the Note Guarantors to the First Lien Notes Noteholder Secured PartiesParties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.Permitted
Appears in 2 contracts
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral or release any Guarantor from its obligations under a Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c).
(d) Upon any sale and transfer of Collateral or of a Subsidiary which is expressly permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders Lenders herein or pursuant hereto upon the Collateral that was sold or transferred and release the Trustee subject applicable Guarantor from its obligations under the applicable Guaranty; provided, however, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Finishmaster Inc), Credit Agreement (Finishmaster Inc)
Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by the Notes when and as Collateral Agent for 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 and interest on the Notes and performance of all other Obligations benefit of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define Secured Parties upon the terms of the Liens Collateral Documents and the Intercreditor Agreement.
(b) In the event that secure any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Secured Parties.
(c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the First Lien Intercreditor Agreement. The Trustee and , execute such documents as may be necessary to evidence the Company hereby acknowledge and agree that release of the Notes Collateral Agents hold Liens granted to the Collateral in trust Agent for the benefit of the Holders Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Trustee and pursuant Secured Obligations or any Liens upon (or obligations of the Borrower or any Restricted Subsidiary in respect of) all interests retained by the Borrower or any Restricted Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.
(e) Each Lender hereby directs, in accordance with the terms of this IndentureAgreement, the Agents: (i) to release any Guarantor from its obligations under the Guaranty Agreement and any Collateral Documents and Document (including the First release of any Lien Intercreditor Agreement. Each Holder, granted by accepting a Note, and each beneficial owner such Guarantor under any such Collateral Document) in connection with (x) the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary” or (y) the execution by any Subsidiary of Propel Acquisition LLC of an interest in a Note, consents and agrees to agreement evidencing Propel Indebtedness the terms of the Collateral Documents (including the provisions which prohibit such Subsidiary from providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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 guaranty of the Notes secured hereby, according Obligations or the granting of security in respect thereto and (ii) to the intent execute and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including deliver or file or authorize the filing of UCC or PPSA financing statementssuch documents, continuation statements and amendments thereto instruments and do such other things as are necessary to release such Guarantor from such obligations (or analogous procedures under and to release such Liens) pursuant to this clause (e) promptly upon the effectiveness of any such release. Upon request by any Agent at any time, the Lenders shall confirm in writing each Agent’s authority to release the applicable laws in Guarantor pursuant to this clause (e).
(f) No agreement shall amend, modify or otherwise affect the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all rights or duties of the Collateral (subject to Agent without the terms prior written consent of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted LiensAgent.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Encore Capital Group Inc), Amended and Restated Credit Agreement (Encore Capital Group Inc)
Collateral Documents. (a) The due and punctual payment At Closing, the Collateral Documents will be effective to create in favor of the principal ofCollateral Agent, premium and interest (including Additional Amounts, if any) on for 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 and interest on the Notes and performance of all other Obligations benefit of the Company Secured Parties (as defined in the Indenture), valid security interests (subject only to Permitted Liens) in the Collateral described therein and the Note Guarantors proceeds thereof subject to the Holders 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 Exception. In the Trustee under this Indenture, the Notes, the Note Guarantees case of any pledge of certificated Equity Interests and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided any pledge of Indebtedness described in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and when stock certificates representing such pledged pursuant to the terms General Security Agreement and promissory notes pledged pursuant to the General Security Agreement are delivered to the Collateral Agent duly endorsed in blank, in the case of this Indenturedeposit 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 Collateral 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 Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed Liens granted pursuant to the Collateral Documents to which such Notes Collateral Agent is constitute a partyfully perfected Lien on, and will do or cause first ranking priority (subject only to be done Permitted Liens) security interest in, all right, title and interest of the Issuer and each Guarantor in such acts Collateral and things as may be reasonably required by the next sentence of this Section 12.1proceeds thereof, to provide to the Notes extent such Collateral Agents the security interest in the Collateral contemplated hereby and/or and proceeds can be perfected by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintainsuch actions, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms effects of the First Lien Intercreditor Agreement bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, administration, examinership and the Collateral Documentsother similar laws relating to or affecting creditors’ rights generally and equitable principles (whether considered in a proceeding in equity or law), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Subscription Agreement (Global Crossing Airlines Group Inc.), Subscription Agreement (Global Crossing Airlines Group Inc.)
Collateral Documents. (a) The due and punctual payment provisions of each of the principal of, premium and interest Collateral Documents (including Additional Amounts, if any) on other than 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the ObligationsMortgages, subject to (b) below, and the terms collateral assignments of tenant's rights in leases) are effective to create in favor of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent, for the benefit of the Holders Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of Borrower and its Subsidiaries in the Collateral described therein; and financing statements have been filed (or, in the case of UCC-1 financing statements delivered on the Closing Date, executed and delivered in the proper form for filing) in the offices in all of the jurisdictions listed in the schedules to the Guarantee and Collateral Agreement.
(b) Each Mortgage when delivered will be effective to grant to the Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the real property and fixtures described therein. When each such Mortgage is duly recorded in the appropriate land records offices and the Trustee mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a perfected mortgage lien on such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and described in Exhibit F, and such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of Borrower or such Subsidiary under such Mortgage in all fixtures which are covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and described in Exhibit F and Permitted Liens.
(c) The provisions of the Guarantee and Collateral Agreement, after giving effect to (i) the delivery to the Collateral Agent of the certificates representing the certificated shares of the capital stock and other equity interests of the Subsidiaries described in the Guarantee and Collateral Agreement (the "Pledged Stock") accompanied by appropriate undated stock powers executed in blank, (ii) the registration of the Pledged Partnership Interests (as defined in the Guarantee and Collateral Agreement and, together with the Pledged Stock, the "Pledged Securities") pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees forms attached as exhibits to the terms of the Guarantee and Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including iii) the filing of UCC or PPSA UCC-1 financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required offices set forth on the schedules to cause the such Guarantee and Collateral Documents Agreement, shall be effective to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)create, in favor of the Notes Collateral Agents Agent, for the ratable benefit of the Holders Secured Creditors, a fully perfected first Lien on, and security interest in, all right, title and interest of Borrower and the Trustee subject to no Liens other than Guarantors in the "Collateral", as defined in the Guarantee and Collateral Agreement (except for Permitted Liens.
(b) To ), and the extent any assets owned by Pledged Stock has been delivered, where applicable, to the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Dateits nominee.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Bally Total Fitness Holding Corp), Credit Agreement (Bally Total Fitness Holding Corp)
Collateral Documents. (a) The due and punctual payment of the interest, principal of, premium and interest (including Additional Amountspremium, if any) , on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other Obligations of the Company Co-Issuers and the Note Guarantors to the Holders or the Trustee Notes Secured Parties under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Collateral Custodian, the Co-Issuers and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Notes Secured Parties pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents and the First Intercreditor Agreements and authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and authorizes and directs each of the Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. Subject to The Co-Issuers and the Applicable Collateral Limitations, the Company Guarantors shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to provide assure and confirm to the Notes Collateral Agents the Agent a first-priority security interest in the Collateral contemplated hereby and/or Collateral, by the Collateral 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. Subject The Co-Issuers and Spirit shall, in each case at their own expense, (A) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Applicable Collateral LimitationsAgent such documents and take such actions to create, grant, establish, preserve and perfect the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)as applicable) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders Senior Secured Parties on such assets of such Co-Issuer or such other Guarantor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents, and the Trustee to ensure that such Collateral shall be subject to no other Liens other than any Permitted Liens.
Liens and (bB) To the extent any assets owned if reasonably requested by the Company Trustee or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject Collateral Agent, deliver to a valid Lien in favor the Trustee, for the benefit of a the Trustee, the Notes Secured Parties, the Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsCustodian, including a customary written opinion of counsel to such Co-Issuer or such other Guarantor, as applicable, with respect to the Applicable Collateral Limitationsmatters described in clause (A) of this Section 13.01, in each case within 120 days twenty (20) Business Days after the Issue Dateaddition of such Collateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Spirit Airlines, Inc.), Indenture (Spirit Airlines, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company Issuer hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to ; provided, however, that if any of the Applicable provisions of the Collateral LimitationsDocuments limit, qualify or conflict with the duties imposed by the provisions of the TIA, the Company TIA shall control. The Issuer shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the Subsidiaries of the Company Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuer and the Note Guarantors to the First Lien Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (H. J. Heinz Corp II), Indenture (Heinz H J Co)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , and interest on the Notes Securities 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 of and interest (to the extent permitted by law), if any, on the Notes Securities and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Indenture and the Collateral DocumentsSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting its acceptance of a Note, and each beneficial owner of an interest in a NoteSecurity, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms thereof and this Indenture and the First Lien Intercreditor Agreement, hereof and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its respective rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Agent, for the benefit and security of the Holders, the security interest in the Collateral contemplated hereby and/or and by the Collateral Documents or any part thereofincluding, as from time to time constitutedthe Trust Estate, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes herein expressed. Subject , subject to the Applicable Collateral LimitationsIntercreditor Agreement. The Company shall take, the Company shall, and shall cause the Subsidiaries upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations obligations of the Company under this Indenture and the Note Guarantors to the First Lien Notes Secured PartiesSecurities, a valid and enforceable enforceable, perfected Lien and security interest (except as expressly provided therein) Liens in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)such property, in favor of the Notes Collateral Agents Agent, for the benefit and security of the Holders Holders, superior to and prior to the Trustee rights of all third persons, and subject to no Liens other Liens, other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien as provided herein, in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including and in the Applicable Collateral Limitations, within 120 days after the Issue DateIntercreditor Agreement.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Collateralized Note Indenture (Huntway Partners L P), Collateralized Note Indenture (Huntway Partners L P)
Collateral Documents. Any Collateral Document after delivery thereof pursuant to Article IV or Section 6.12 shall for any reason (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and than pursuant to the terms hereof or thereof) cease to create a valid and perfected (subject to Section 4.7(b) of this Indenture, the Collateral Documents and Security Agreement in the First case of IP Rights) first priority Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees (subject to the terms Permitted Prior Liens) on any material portion of the Collateral Documents (including purported to be covered thereby, in each case for any reason other than the provisions providing for the possession, use, release and foreclosure Administrative Agent’s failure to maintain possession of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect any equity certificates or may be amended from time other instruments delivered to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into it under the Collateral Documents and Documents; provided that, for purposes of this clause (l), all or any portion of the First Lien Intercreditor Agreement and Pledged Equity shall be deemed to perform its obligations and exercise its rights thereunder in accordance therewithbe a material portion of the Collateral. Subject Notwithstanding anything to the Applicable Collateral Limitationscontrary contained in this Article VIII, in the Company shall deliver event that the Borrower fails to each Notes Collateral Agent copies comply with the requirements of all documents Section 7.11, until the expiration of the tenth day subsequent to the date the certificate calculating such compliance is required to be filed delivered pursuant to Section 6.02(a) (the period from such failure to comply to such tenth day, the “Cure Period”), the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required exercise by the next sentence Borrower of this such Cure Right compliance with the covenants set forth in Section 12.1, to provide 7.11 shall be recalculated giving effect to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereoffollowing pro forma adjustments:
(a) Borrower Cash Flow shall be increased, as from time to time constituted, so as to render the same available solely for the security purpose of measuring compliance with Section 7.11 and benefit of not for any other purpose under this Indenture and of the Notes secured herebyAgreement, according by an amount equal to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.Cure Amount; and
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior if, after giving effect to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Dateforegoing recalculations, the Company Borrower shall then be in compliance with the requirements of Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the Note Guarantors applicable breach or default of Section 7.11 that had occurred shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by be deemed cured for the laws purposes of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Agreement. Notwithstanding any provision hereof anything herein to the contrary, the provisions of this Article 12 are qualified (a) in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor each two-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised, (c) the Cure Amount shall be no greater than the amount required pursuant to this Indenture or any Collateral Document to take any action limited by for purposes of complying with Section 7.11 as of the Applicable Collateral Limitationsrelevant date of determination and (d) no more than five (5) Cure Rights may be exercised in the aggregate.
Appears in 2 contracts
Sources: Senior Secured Bridge Credit Agreement (Clearway Energy LLC), Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal Accreted Value of, premium if any, and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors Guarantors, as the case may be, to the Holders or the Trustee under this Indenture, the Notes, Notes and the Note Guarantees and the Collateral DocumentsGuarantees, according to the terms hereunder or thereunder, shall be secured secured, subject to the Intercreditor Agreement, as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and its terms, initially appoints Citibank, N.A. (not in its individual capacity but solely as Collateral Agent) to act as the First Lien Intercreditor Agreement, “Collateral Agent” thereunder and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Trustee to enter into the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder on the terms set forth in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will Intercreditor Agreement. The Company shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents and the Intercreditor Agreement, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject , subject to the Applicable Collateral LimitationsIntercreditor Agreement. The Company shall take, the Company shall, and or shall cause the Subsidiaries of the Company toGuarantors to take, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations obligations of the Company and the Note Guarantors to the First Lien Notes Secured Partieshereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee Agent, subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by terms set forth in the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject Intercreditor Agreement, superior to a valid Lien in favor of a Notes Collateral Agent on or and prior to the Issue Date or subject to a Lien in favor rights of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations third Persons other than as set forth in the Intercreditor Agreement and Liens permitted under Section 4.09(4). In the event of a conflict between this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contraryIntercreditor Agreement, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor Intercreditor Agreement shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitationsgovern.
Appears in 2 contracts
Sources: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Cayman LTD)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into, on behalf of each such Lender, each of the principal of, premium and interest (including Additional Amounts, if any) 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 otherwiseCollateral Documents to which it is a party, and interest on to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the overdue principal ofAdministrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest on agreed that such rights and remedies may be exercised solely by the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the benefit of the Holders of Secured Obligations.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent.
(c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral and to release any Guarantor from its obligations under any Loan Document (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations, Rate Management Obligations and Banking Services Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15.
(d) Upon any sale or transfer of assets constituting Collateral, or the consummation of any transaction pursuant to which a Guarantor ceases to be a Required Guarantor Subsidiary, in each case which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms Required Lenders or all of the Collateral Documents (including the provisions providing for the possessionLenders, useas applicable, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in such Collateral shall be automatically released or such Guarantor shall be automatically released from its obligations under the Collateral contemplated Loan Documents, as the case may be. In connection with any such release, the Administrative Agent shall (and is hereby and/or irrevocably authorized by the Collateral Documents or any part thereof, Lenders to) execute such documents as from time may be necessary to time constituted, so as to render evidence the same available for the security and benefit of this Indenture and release of the Notes secured hereby, according Liens granted to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Administrative Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred or the release of such Guarantor from its obligations under the Loan Documents, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to no Liens execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens or such Guarantor without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Chemed Corp), Credit Agreement (Chemed Corp)
Collateral Documents. (a) The due Borrower shall have delivered to the Collateral Agent the Security Agreement, duly executed by the Borrower and punctual payment each of the principal ofSubsidiary Guarantors, premium together with (A) UCC financing statements and interest (including Additional Amounts, if any) on other applicable documents under 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 and interest on the Notes and performance laws of all other Obligations of the Company and the Note Guarantors necessary or appropriate jurisdictions with respect to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms perfection of the Liens that secure granted under the ObligationsSecurity Agreement, subject as reasonably requested by the Collateral Agent in order to perfect such Liens, duly authorized by the terms Credit Parties, (B) a Diligence Questionnaire, duly completed and executed by the Borrower, (C) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) original certificates evidencing all issued and outstanding shares of Equity Interests of all Subsidiaries (other than Immaterial Subsidiaries) owned directly by any Credit Party (in the case of Excluded Foreign Subsidiaries, limited to 65% of the First Lien Intercreditor Agreement. The Trustee issued and the Company hereby acknowledge outstanding voting Equity Interests of such Subsidiary and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit 100% of the Holders issued and the Trustee and pursuant to the terms outstanding non-voting Equity Interests of this Indenturesuch Subsidiary, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms as applicable); provided that any such stock certificates of the Collateral Documents (including the provisions providing for the possession, use, release Acquired Business and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may its Subsidiaries will be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant delivered on the Closing Date only to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest extent in the Collateral contemplated hereby and/or by the Collateral 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 possession of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries Borrower after its use of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create obtain such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged certificates prior to the Credit Agreement Closing Date and if not required to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral Agent are may reasonably agree), (E) original instruments or promissory notes representing or evidencing pledged indebtedness constituting Collateral; provided that any such original instruments or promissory notes of the Acquired Business and its Subsidiaries will be required to be delivered on the Closing Date only to the extent in the possession of the Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not capable required to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of being pledged the initial Loans on the Closing Date (but shall be required to a Notes be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral Agent at the same timemay reasonably agree), (F) stock or membership interest powers, note allonges or other appropriate instruments of transfer executed in blank and have all such Liens and any Liens created but not perfected (including by appropriate filings with the G) copies of UCC, United States Patent and Trademark Office and United States Copyright Office) on , tax and judgment lien searches and bankruptcy searches, each of a recent date listing all effective financing statements or prior to the Issue Date perfected, subject to lien notices that name any limitations set forth Credit Party as debtor and that are filed in this Indenture those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture Agent deems necessary or any Collateral Document to take any action limited by the Applicable Collateral Limitations.appropriate;
Appears in 2 contracts
Sources: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Collateral Documents. (a) The due Each Lender authorizes the Agent to enter into the Pledge Agreements and punctual payment each of the principal of, premium and interest other Collateral documents contemplated thereby (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenturecollectively, the Notes, the Note Guarantees and the "Collateral Documents") to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, according to it being understood and agreed that such rights and remedies may be exercised solely by the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Agent upon any Collateral and/or (z) release any Guarantor from its obligations under the Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this SECTION 11.12(c).
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, or consummation of any transaction involving the sale of all or substantially all of the assets of a Guarantor and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred or evidence the release of the applicable Guarantor from its obligations under the Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations any assets owned other Guarantor's obligations under the Guaranty or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Metals Usa Inc), Credit Agreement (Precept Business Services Inc)
Collateral Documents. (ai) The due Collateral Certificate, duly executed by the Borrower;
(ii) Such UCC financing statements and punctual payment of the principal of, premium and interest fixture filings (including Additional Amounts, if anyappropriately completed) on the Notes when and shall have been filed in such jurisdictions as the same shall be due and payableAdministrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company Security Documents and the Note Guarantors other Credit Documents;
(iii) Such UCC termination statements (appropriately completed and executed) shall have been filed in such jurisdictions as the Administrative Agent may request to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided terminate any financing statement evidencing Liens of other Persons in the Collateral Documents, which define the terms of are prior to the Liens that secure the Obligations, subject granted to the terms of the First Lien Intercreditor Administrative Agent in this Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Security Documents and the First Lien Intercreditor Agreement. Each Holderother Credit Documents, except for any such prior Liens which are expressly permitted by accepting a Note, and each beneficial owner of an interest this Agreement to be prior;
(iv) UCC search certificates from the jurisdictions in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required which UCC financing statements are to be filed pursuant to the Collateral Documents subsection (e)(ii) above and jurisdictions in which any Loan Party had assets prior to July 1, 2001 reflecting no other financing statements or filings which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence evidence Liens of this Section 12.1, to provide to the Notes Collateral Agents the security interest other Persons in the Collateral contemplated hereby and/or which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(iii) above;
(v) Control Account Agreements with respect to each Deposit Account of a Loan Party (other than Deposit Accounts constituting Excluded Collateral) not already subject to the Administrative Agent’s first priority perfected Lien, each duly executed by the Collateral 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. Subject to the Applicable Collateral LimitationsAdministrative Agent, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Loan Party and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on Depositary Bank thereto;
(vi) The stock certificates representing (A) all of the Collateral Equity Securities of each Subsidiary (other than Tax Preferred Subsidiaries) of the Borrower and each Guarantor and (B) all of the outstanding non-voting Equity Securities and 65% of the outstanding voting Equity Securities of each Tax Preferred Subsidiary of the Borrower and each Guarantor, in each case pledged to the Administrative Agent pursuant to the Pledge Agreement, together with undated stock powers duly executed by the registered holder of such Equity Securities in blank and attached thereto;
(vii) A control agreement for each securities account at which any Loan Party maintains a securities account not already subject to the terms of the First Lien Intercreditor Agreement Administrative Agent’s first priority perfected Lien, each appropriately completed, duly executed by such Loan Party, and the Collateral Documents), in favor of Administrative Agent and acknowledged by the Notes Collateral Agents for the benefit of the Holders and the Trustee subject securities intermediary to no Liens other than Permitted Liens.which addressed;
(bviii) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings Appropriate documents for filing with the United States Patent and Trademark Office and United States Copyright Office) on or prior all other filings necessary to perfect the security interests granted to the Issue Date perfected, subject to any limitations set forth in this Indenture and Administrative Agent by the Collateral Security Documents, including the Applicable Collateral Limitationsall appropriately completed and duly executed by each Loan Party (as applicable) and, within 120 days after the Issue Date.where appropriate, notarized; and
(cix) Notwithstanding any provision hereof Evidence satisfactory to the contraryAdministrative Agent that the Leasehold Mortgages previously have been, or are in the provisions process of this Article 12 are qualified being, duly recorded in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitationsappropriate jurisdictions.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Wild Oats Markets Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsinterest, if any) , on the Notes Securities when and as the same shall be due and payable, payable on any Payment Date (whether on an interest payment date, at upon maturity, by acceleration, repurchase, redemption or otherwise), and interest on the overdue principal ofof and defaulted interest (to the extent permitted by law), premium and interest if any, on the Notes Securities and performance of all other Obligations of the Company and the Note Guarantors Guarantor to the Holders of Securities or the Trustee under this Indenture, the Notes, the Note Guarantees Indenture and the Collateral DocumentsSecurities, according to the terms hereunder or thereunder, shall be secured as provided in the applicable Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderHolder of Securities, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the applicable Collateral Documents (including without limitation the provisions providing for respecting the possession, use, foreclosure on and release and foreclosure of the Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent the Trustee to enter into the such Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to .
(b) The Company and the Applicable Collateral Limitations, the Company Guarantor shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1any Collateral Document, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in the Collateral contemplated hereby and/or hereby, by the any Collateral Documents Document or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Holders of Securities under this Indenture and of the Notes secured herebyIndenture, according to the intent and purposes herein expressed. Subject to the Applicable Collateral LimitationsThe Company shall take, the Company shall, and or shall cause the its Subsidiaries to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured PartiesGuarantor hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Securities under this Indenture, which security interest is superior to and prior to the Trustee rights of all third Persons and subject to no other Liens other than Permitted Liens.
(bc) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the The Company and the Note Guarantors Guarantor shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantor shall also use their all commercially reasonable efforts to enter into Collateral Documents ensure that any material contract or agreement relating to create After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such Liens (including all Collateral Documents governed by contract or After-Acquired Property being excluded from the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateCollateral.
(cd) Notwithstanding any provision hereof The Company, the Guarantor and the Trustee are also party to the contraryPledge and Security Agreement, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any which agreement is a Collateral Document with respect to take any action limited the Securities issued hereunder and denominated as “L Bonds,” the purpose of which is to effect the grant of security interests in the Collateral for the benefit of the holders of L Bonds. The terms and conditions of the Pledge and Security Agreement are incorporated herein by the Applicable Collateral Limitationsthis reference.
Appears in 2 contracts
Sources: Indenture (GWG Holdings, Inc.), Indenture (GWG Life, LLC)
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand Liquidated Damages, if any) , 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 of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes, Notes and the Note Guarantees and the Collateral DocumentsGuarantees, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Company and the Company hereby acknowledge and agree that Guarantors, as applicable, will enter into on the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAcquisition Date. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each the Trustee for the benefit of the Holders of the Notes and the Collateral Agent Agent, as applicable, to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. Subject The Company will deliver to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest in the Note Collateral contemplated hereby and/or hereby, by the Collateral 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 and Note Guarantees secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the The Company shallwill take, and shall will cause the its Subsidiaries to take, upon request of the Company toTrustee or the Collateral Agent, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Partieshereunder, a valid and enforceable perfected second priority Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Note Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Notes and the Trustee Collateral Agent, superior to and prior to the rights of all third Persons and subject to no other Liens other than First Lien Obligations and Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (American Real Estate Partners L P), Indenture (Stratosphere Leasing, LLC)
Collateral Documents. (a) The due and punctual payment As of the principal ofClosing Date, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according executed by the applicable Credit Party, in appropriate form for recording, where necessary, together with:
(i) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the terms hereunder or thereunder, shall be secured as provided in security interests of the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders and the Trustee and pursuant Lenders, or other evidence satisfactory to the terms of this IndentureAgent that there has been or will be filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms Liens of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders Lenders in accordance with applicable law;
(ii) written advice relating to such Lien and judgment searches as the Trustee Collateral Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens.);
(biii) To all certificates and instruments representing the extent any assets owned Pledged Collateral, stock transfer powers executed in blank as the Collateral Agent or the Lenders may specify;
(iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Lenders, desirable to perfect and protect the first priority security interest created by the Company Collateral Documents have been taken;
(v) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements;
(vi) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance;
(vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Agent or any Note Guarantor on Lender; and
(viii) evidence that all other actions necessary or, in the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor opinion of a Notes the Collateral Agent on or prior the Lenders, desirable to perfect and protect the Issue Date or subject to a first priority Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed created by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including and to enhance the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof Agent's ability to preserve and protect its interests in and access to the contraryCollateral, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.have been taken;
Appears in 2 contracts
Sources: Credit Agreement (Abc Naco Inc), Credit Agreement (Abc Rail Products Corp)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, 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 of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Note Subsidiary Guarantors to the Holders holders of the Outstanding Notes or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral DocumentsNotes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms subject to Section 15.4 hereof. Each holder of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderOutstanding Notes, by accepting a Note, and each beneficial owner its acceptance of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms thereof and this Indenture and the First Lien Intercreditor Agreement, hereof and authorizes and directs each Notes Collateral Agent the Trustee to enter into each of the Collateral Documents and (including the First Lien Intercreditor Agreement Agreement) and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company and each Subsidiary Guarantor shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in the Collateral contemplated hereby and/or and by the Collateral Documents or any part thereofDocuments, 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. Subject to the Applicable Collateral Limitations, the The Company shall, and each Subsidiary Guarantor shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including necessary, or reasonably requested by the filing of UCC or PPSA financing statementsTrustee, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for of the First Priority Notes Obligations of the Company and each Subsidiary Guarantor under this Indenture and the Note Guarantors to the First Lien Notes Secured PartiesNotes, a valid and enforceable enforceable, perfected Lien and security interest (except as expressly provided therein), Liens in and on all of the Collateral (subject to the terms and in all assets and properties of the First Lien Intercreditor Agreement Company and any Subsidiary Guarantor, whether real, personal or mixed, tangible or intangible, which under this Indenture or any Collateral Documents is required to be included in the Collateral DocumentsCollateral), in favor of the Notes Collateral Agents for Trustee, superior to and prior to the benefit rights of the Holders all third Persons except as permitted by Section 12.9 and the Collateral Documents (including pari passu Indebtedness permitted under the Intercreditor Agreement). Unless an Event of Default shall have occurred and be continuing, the Trustee subject shall (in the absence of bad faith) not be required to no take any action, or to require the Company to take any action, to maintain the priority or perfection of any Liens in the Collateral, other than Permitted Liens.
(b) To as set forth in the extent any assets owned by following two sentences. In the event that the Trustee receives an Opinion of Counsel or an Officer’s Certificate or a written notice from the Company or any Note Guarantor on holder of Outstanding Notes delivered pursuant to this Indenture requesting the Issue Date (other than Excluded Assets) are not subject Trustee to a valid Lien take any action, or stating that any action is required to be taken, in favor order to maintain the priority or perfection of a Notes Collateral Agent on or prior to any of the Issue Date or subject to a Lien Liens of the Trustee in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateCollateral, the Company and the Note Guarantors Trustee shall use their commercially reasonable efforts take such actions, or cause such actions to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdictionbe taken, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent as are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documentssuch Opinion of Counsel, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor Officer’s Certificate or written notice. The Trustee shall be required deemed not to know of any change in the law requiring the taking of such action unless such change is set forth in a subsequent Opinion of Counsel or Officer’s Certificate delivered pursuant to this Indenture or any the Collateral Document to take any action limited by Documents or a written notice from the Applicable Collateral LimitationsCompany or holder of Outstanding Notes.
Appears in 2 contracts
Sources: Indenture (MGM Mirage), Indenture (MGM Mirage)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountson, 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 on the Notes and performance of all other Notes Obligations of the Company Issuer and the Note Guarantors to the Holders of the Notes or the Trustee under this Indenture, the Notes, the Note Guarantees and the and/or Collateral DocumentsAgent (as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents, which the Issuer and the Guarantors entered into on the Issue Date and which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Trustee, the Issuer and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each Notes the Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents and the First Lien Intercreditor Agreement on the Issue Date, and, at any time after the Issue Date, if applicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuer shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary, proper, or as may be required by the next sentence of this Section 12.1Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject On or following the Issue Date and subject to the Applicable Collateral LimitationsFirst Lien Intercreditor Agreement, the Company shall, Issuer and the Guarantors shall cause the Subsidiaries of the Company to, take execute any and all actions further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the filing of UCC or PPSA financing statements, and continuation statements and amendments thereto to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents to create and maintainin the Collateral, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Akumin Inc.), Restructuring Support Agreement (Akumin Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Senior Secured Notes Obligations of the Company and the Note Guarantors to the Holders or Holders, the Trustee or Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Senior Secured Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee and the Company hereby acknowledge and agree that the Notes Credit Agreement Collateral Agents hold Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section SECTION 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the The Company shall, and shall cause the Restricted Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Senior Secured Notes Obligations of the Company and the Note Guarantors to the First Lien Senior Secured Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of itself, the Holders Holders, the Trustee and the Trustee Collateral Agent subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject , and to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings otherwise comply with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and requirements of the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateRequirement.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (iHeartMedia, Inc.), Indenture (Broader Media Holdings, LLC)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Secured Notes Obligations of the Company and the Note Guarantors to the Holders or Holders, the Trustee or Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee and the Company hereby acknowledge and agree that the Notes Credit Agreement Collateral Agents hold Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section SECTION 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the The Company shall, and shall cause the Restricted Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Secured Notes Obligations of the Company and the Note Guarantors to the First Lien Secured Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of itself, the Holders Holders, the Trustee and the Trustee Collateral Agent subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject , and to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings otherwise comply with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and requirements of the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateRequirement.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest (including Additional Amountsadditional interest, if any) , on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations, Obligations under this Indenture and the Notes and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a second-priority basis subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner its acceptance of an interest in a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreementits terms, and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Intercreditor and Collateral Documents and the First Lien Intercreditor Agreement and Agency Agreement, to perform its or cause to be performed obligations and exercise its rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Subject Each Holder, by its acceptance of a Note, consents and agrees to the Applicable Collateral Limitationsand Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered from time to be filed time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral Documents to which such Notes Collateral Agent is a partyAgency Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.1, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in Liens upon the Collateral contemplated hereby and/or hereby, by the Collateral 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 Obligations secured hereby, according to the intent and purposes herein and therein expressed. Subject to the Applicable Collateral LimitationsThe Trustee, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid Restricted Subsidiaries hereby acknowledge and enforceable perfected Lien and security interest in and on all of agree that the Collateral (subject to the terms of the First Lien and Intercreditor Agreement and Agent holds the Collateral Documents), in favor of the Notes Collateral Agents for the ratable benefit of of, and as agent for, the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor terms of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Iusacell S a De C V), Indenture (Inmobiliaria Montes Urales 460 S a De C V)
Collateral Documents. (a) The due Issuers hereby appoint Wilmington Trust FSB to act as Collateral Agent, and punctual each Holder by its acceptance of any Securities, irrevocably consents and agrees to such appointment. The payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , on the Notes Securities when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuers pursuant to the Securities or by any Note Guarantor pursuant to its Note Guarantee, and interest on the overdue principal of, premium and interest on the Notes and performance payment of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the NotesSecurities and the Collateral Documents and the performance of all other obligations of the Issuers and the Note Guarantors under this Indenture, the Securities, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be Documents are secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor AgreementDocuments and will be secured by Collateral Documents hereafter delivered as required or permitted by this Indenture. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company Issuers shall, and shall cause the Subsidiaries of the Company each Note Guarantor to, take any and all actions and make each Note Guarantor shall, do all filings (including the filing filings of UCC or PPSA financing statements, continuation statements and amendments thereto (to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and all other actions as are necessary or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause by the Collateral Documents to create maintain (at the sole cost and maintain, as security for the First Priority Notes Obligations expense of the Company Issuer and the Note Guarantors Guarantors) the security interest created by the Collateral Documents in the Collateral as a perfected security interest, subject only to Permitted Liens. The Issuer will otherwise comply with the provisions of Section 314(b) of the TIA. Promptly after the effectiveness of this Indenture, to the First Lien Notes Secured Partiesextent required by the TIA, a valid and enforceable perfected Lien and security interest in and on all the Issuer shall deliver the opinion(s) required by Section 314(b)(1) of the Collateral (subject TIA. Subsequent to the terms execution and delivery of this Indenture, to the extent required by the TIA, the Issuer shall furnish to the Trustee on or prior to each anniversary of the First Lien Intercreditor Agreement and Issue Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral Documents), as is necessary to maintain the Lien on the Collateral in favor of the Notes Collateral Agents for Holders or (ii) in the benefit opinion of the Holders and the Trustee subject such counsel, that no such action is necessary to no Liens other than Permitted Liensmaintain such Lien.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Collateral Documents. (a) The due and punctual payment As of the principal ofClosing Date, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according executed by the Company and each Subsidiary party to such Collateral Document, in appropriate form for recording, where necessary, together with:
(i) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the terms hereunder or thereunder, shall be secured as provided in security interests of the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders and the Trustee and pursuant Banks, or other evidence satisfactory to the terms of this IndentureAgent that there has been or will be filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms Liens of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders Banks in accordance with applicable law;
(ii) written advice relating to such Lien and judgment searches as the Trustee Collateral Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens.);
(biii) To all certificates and instruments representing the extent any assets owned Pledged Collateral, stock transfer powers executed in blank as the Collateral Agent or the Banks may specify;
(iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Banks, desirable to perfect and protect the first priority security interest created by the Company Collateral Documents have been taken;
(v) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements;
(vi) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance;
(vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Banks, as requested by the Agent or any Note Guarantor on Bank; and
(viii) evidence that all other actions necessary or, in the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor opinion of a Notes the Collateral Agent on or prior the Banks, desirable to perfect and protect the Issue Date or subject to a first priority Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed created by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including and to enhance the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof Agent's ability to preserve and protect its interests in and access to the contraryCollateral, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.have been taken;
Appears in 2 contracts
Sources: Credit Agreement (Waterlink Inc), Credit Agreement (Waterlink Inc)
Collateral Documents. (a) The due Each Lender hereby further authorizes Administrative Agent to enter into each Collateral Document as secured party on behalf of and punctual payment for the benefit of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company Lenders and the Note Guarantors other beneficiaries named therein and agrees to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define bound by the terms of each Collateral Document; provided that Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document without the Liens prior consent of the Requisite Lenders (or, if required pursuant to subsection 9.6, all Lenders); provided further, however, that, without further written consent or authorization from any Lender, Administrative Agent may execute any documents or instruments necessary to effect the release of any asset constituting Collateral from the Lien of the applicable Collateral Document in the event that secure such asset is sold or otherwise disposed of in a transaction effected in accordance with subsection 6.7 or to the Obligationsextent otherwise required by any Collateral Document or the Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document, it being understood and agreed that all rights and remedies under the Collateral Documents may be exercised solely by Administrative Agent for the benefit of Lenders and the other beneficiaries named therein in accordance with the terms thereof and subject to the terms of the First Lien Intercreditor Agreement. The Trustee Each Lender hereby further authorizes Administrative Agent to enter into such amendments to and amendments and restatements of and any other modifications to each Collateral Document, the Company hereby acknowledge Intercreditor Agreement, any other applicable intercreditor agreement relating to any First Lien Credit Agreement or Permitted Indebtedness and agree that the Notes Collateral Agents hold the Collateral in trust any other documents and instruments as secured party on behalf of and for the benefit of the Holders Lenders and the Trustee and pursuant to other beneficiaries named therein, in each case as shall be necessary or advisable in connection with the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)incurrence of Permitted Indebtedness to effectuate the terms thereof and hereof, in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject each Lender hereby agrees to no Liens other than Permitted Liens.
(b) To the extent any assets owned be bound by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Dateterms thereof.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Decrane Holdings Co), Credit Agreement (Decrane Aircraft Holdings Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountspremium, if any) , and interest on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and the Note Guarantees and performance of all other Notes Obligations of the Company Issuer and the Note Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Issuer and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Noteholder Secured Parties pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreements and authorizes and directs the Trustee to enter into the Pari Passu Intercreditor Agreement and authorizes and directs each of the Notes Collateral Agent and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. Subject to the Applicable Collateral Limitations, the Company The Issuer shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to provide assure and confirm to the Notes Collateral Agents Agent the first-priority security interest in the Collateral contemplated hereby and/or Notes Collateral, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the its Subsidiaries of the Company to, take any and all actions and make all filings filings, registrations and recordations (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create create, perfect and maintain, as security for the First Priority Notes Obligations of the Company Issuer and the Note Guarantors to the First Lien Notes Noteholder Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee Noteholder Secured Parties subject to no Liens other than Permitted Liens.
(b) To Liens and with the extent any assets owned by priority set forth in the Company or any Note Guarantor on Intercreditor Agreements. For the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor avoidance of a doubt, the Trustee and Notes Collateral Agent on or prior to the Issue Date or subject to shall not have a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateExcluded Assets.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Cushman & Wakefield PLC), Indenture (Cushman & Wakefield PLC)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations other than the Agent shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 10.12(c).
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Gfsi Inc), Credit Agreement (Gfsi Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and Each Purchaser hereby further authorizes the Collateral DocumentsAgent, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms on behalf of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders Purchasers, to enter into each Collateral Document as secured party and to be the agent for and representative of the Purchasers under the Guaranty Agreement, and each Purchaser agrees to be bound by the terms of each Collateral Document and the Trustee and Guaranty Agreement. The Collateral Agent shall not (a) enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document, the Guaranty Agreement or (b) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this IndentureAgreement or the applicable Collateral Document), in each case without the prior written consent of the Requisite Purchasers; provided, further, however, that, without further written consent or authorization from the Purchasers, the Collateral Agent may execute any documents or instruments necessary to 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 the Requisite Purchasers have otherwise consented in writing. Anything contained in any of the Note Documents to the contrary notwithstanding, the Note Parties, the Collateral Agent and each Purchaser hereby agree that (1) no Purchaser shall have any right individually to realize upon any of the Collateral under the Collateral Documents or to enforce the Guaranty Agreement, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Guaranty Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or exercised solely by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders Purchasers in accordance with the terms thereof, and (2) in the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned event of a foreclosure by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to any of the Issue Date or subject Collateral pursuant to a Lien in favor of a Notes public or private sale, the Collateral Agent that is not perfected on or prior to any Purchaser may be the Issue Date, the Company purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Purchasers (but not any Purchaser or the Purchasers in its or their respective individual capacities unless the Requisite Purchasers 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 Note Guarantors shall use their commercially reasonable efforts to enter into Obligations as a credit on account of the purchase price for any Collateral Documents to create such Liens (including all Collateral Documents governed payable by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datesale.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)
Collateral Documents. (a) The Prior to an Investment Grade Rating Event, the due and punctual payment of the Notes Obligations, including payment of the principal of, premium and interest (including Additional Amountson, if any) on , and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that Guarantors have entered into simultaneously with the Notes Collateral Agents hold execution of this Indenture and will be secured by the Collateral as provided in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents hereafter delivered as required by this Indenture. On the Issue Date, the Company and the First Lien Intercreditor Guarantors shall grant a security interest in all their assets constituting Collateral by executing the Security Agreement and such other Collateral Documents that shall be necessary to provide a security interest in the Collateral to the extent required by this Indenture or the Collateral Documents. Notwithstanding the foregoing, in the event that any mortgage on Material Real Property described in clause (i) of the definition thereof is not delivered on the Issue Date, the Company and the Guarantors may provide Mortgages within 120 days after the Issue Date (or such longer period consented to by the Credit Facility Agent in respect of the Credit Agreement Obligations), provided that such date will be automatically extended if the survey requirement may not be performed because of snow ground cover; provided that, with respect to a Material Real Property, the Issuer and the Guarantors shall only be required to comply with the Mortgage requirement in respect of such property if all of the lenders under the Credit Agreement have, to the extent required under the Credit Agreement. , provided written notice to the Credit Facility Agent that such lender has completed its due diligence with respect to any applicable flood insurance requirements related to such Material Real Property.
(b) Each Holder, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, release and foreclosure of CollateralCollateral and the terms of the Intercreditor Agreement) and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the First perfection, priority, validity or enforceability of a Lien Intercreditor Agreement held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Collateral. Each Holder, by its acceptance thereof, (i) authorizes the Trustee to appoint the Collateral Agent to act on its behalf as the same may be in effect or may be amended from time to time in accordance with their terms Collateral Agent under this Indenture, the Security Agreement and this Indenture and under each of the First Lien Intercreditor Agreementother Collateral Documents, and (ii) authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject therewith and (iii) authorizes the Trustee to authorize the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant take such actions on its behalf and to exercise such powers as are delegated to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Security Agreement and the other Collateral Documents), in favor including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the Notes First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto.
(c) Each Holder, by its acceptance thereof, authorizes the Collateral Agents for Agent and the benefit of Trustee, as applicable, to enter into the Intercreditor Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the Trustee subject to no Liens other than Permitted Liens.
(b) To incurrence of any First-Priority Obligations). The Collateral Agent, will enter into any such future intercreditor agreement at the extent any assets owned by request of the Company, provided that the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior will have delivered to the Issue Date or subject to a Lien in favor Collateral Agent, an Officer’s Certificate and Opinion of a Notes Collateral Agent that is not perfected on or prior Counsel to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create effect that such Liens (including all Collateral Documents governed other intercreditor agreement is authorized or permitted by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateDocuments and that all conditions precedent thereto have been met or waived.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (CF Industries Holdings, Inc.), Indenture (CF Industries Holdings, Inc.)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Administrative Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.16.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Collateral Documents Administrative Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Administrative Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to no Liens execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Abx Air Inc), Credit Agreement (Encore Capital Group Inc)
Collateral Documents. (a) The due On and punctual payment of after the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this IndentureClosing Date, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Security Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintaincreates, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured PartiesLoan Obligations, a valid and enforceable perfected Lien and security interest in and Lien on all of the Collateral (subject thereto, subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documentsno other Liens (other than Permitted Liens), in favor of the Notes Collateral Agents Agent (for the benefit of the Holders Agents and the Trustee subject Lenders). No filings or recordings are required in order to no Liens other than Permitted Liensperfect the security interests created under the Security Agreement except for filings or recordings which shall have been delivered to the Administrative Agent in completed and duly authorized form on or prior to the Closing Date.
(b) To On and after the extent any assets owned by Closing Date, the Company Foreign Pledge Agreement creates (or any Note Guarantor after the execution and delivery thereof will create), as security for the Loan Obligations, a valid and enforceable perfected security interest in and Lien on all of the Issue Date Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Excluded Assets) are not subject to a valid Lien Permitted Liens), in favor of a Notes Collateral the Lenders. No filings or recordings are required in order to perfect the security interests created under the Foreign Pledge Agreement except for filings or recordings which shall have been delivered to the Administrative Agent in completed and duly authorized form on or prior to the Issue Closing Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed required date contemplated by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateSection 5.08.
(c) Notwithstanding any provision hereof On and after the Closing Date, each Mortgage (if any) creates (or after the execution and delivery thereof will create), as security for the Loan Obligations, a valid and enforceable perfected security interest in and Lien on all of the real property and other mortgaged property subject thereto subject to no other Liens (other than Permitted Liens), in favor of the contrary, Lenders. No filings or recordings are required in order to perfect the provisions security interests created under such Mortgage except for the recordation of this Article 12 are qualified such Mortgage in their entirety by the Applicable Collateral Limitations and neither appropriate recording office in the Company nor any Note Guarantor shall be required pursuant to this Indenture city or any Collateral Document to take any action limited by county in which the Applicable Collateral Limitationsreal property is located.
Appears in 2 contracts
Sources: Credit Agreement (Retrophin, Inc.), Credit Agreement (Retrophin, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Guarantees, the Bank Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Bank Intercreditor Agreement. The Trustee and the Company Issuers hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Bank Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the Subsidiaries of the Company Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers and the Note Guarantors to the First Lien Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Bank Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
. The Issuer shall, and shall cause the Subsidiaries of the Issuer to, take any and all actions and make all filings (bincluding the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) To required to create and maintain, as security for the extent Obligations of the Existing Notes Issuer and the Existing Notes Guarantors under the Existing Notes and the Existing Notes Indenture, a valid and enforceable perfected Lien and security interest in and on all of the Shared Collateral (subject to the terms of the applicable Intercreditor Agreement and any assets owned by the Company security agreements, hypothecs, intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bonds or any Note Guarantor on similar agreements, guarantees and each of the Issue Date (other than Excluded Assets) are not subject agreements, instruments or documents that creates or purports to create a valid Lien or guarantee in favor of a the Existing Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company Trustee for its benefit and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including benefit of the holders of the Existing Notes, in all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by portion of the Applicable Collateral LimitationsShared Collateral).
Appears in 2 contracts
Sources: Indenture (Burger King Worldwide, Inc.), Indenture (New Red Canada Partnership)
Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest (including Additional Amountsadditional interest, if any) , on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations, Obligations under this Indenture and the Notes and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a first-priority basis subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner its acceptance of an interest in a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreementits terms, and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Intercreditor and Collateral Documents and the First Lien Intercreditor Agreement and Agency Agreement, to perform its or cause to be performed obligations and exercise its rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Subject Each Holder, by its acceptance of a Note, consents and agrees to the Applicable Collateral Limitationsand Intercreditor Agent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral and Intercreditor Agent to appoint any other agent to act on behalf of the Collateral and Intercreditor Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered from time to be filed time to the Collateral and Intercreditor Agent pursuant to the Intercreditor and Collateral Documents to which such Notes Collateral Agent is a partyAgency Agreement, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.111.1, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in Liens upon the Collateral contemplated hereby and/or hereby, by the Collateral 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 Obligations secured hereby, according to the intent and purposes herein and therein expressed. Subject to the Applicable Collateral LimitationsThe Trustee, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid Restricted Subsidiaries hereby acknowledge and enforceable perfected Lien and security interest in and on all of agree that the Collateral (subject to the terms of the First Lien and Intercreditor Agreement and Agent holds the Collateral Documents), in favor of the Notes Collateral Agents for the ratable benefit of of, and as agent for, the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor terms of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Iusacell S a De C V), Indenture (Mexican Cellular Investments Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium Principal of and interest (including Additional AmountsInterest, if any) , on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, Late Charges (to the extent permitted by law), if any, and interest on the overdue principal of, premium and interest any other amounts due on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Pledged Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required to be filed pursuant delivered to the Collateral Documents Agent pursuant to which such Notes any Collateral Agent is a partyDocument, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1any Collateral Document, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest in the Pledged Collateral contemplated hereby and/or hereby, by the any Collateral Documents Document 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 Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral LimitationsThe Company shall take, the Company shall, and or shall cause the its Subsidiaries to take, upon request of the Company toTrustee or the Collateral Agent, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Partieshereunder, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Pledged Collateral, in favor of the Notes Collateral Agents Agent and the Trustee, as the case may be, for the benefit of the Holders of Notes and other Indebtedness subject to the Trustee Pledge Agreement superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the . The Company and the Note Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use their all commercially reasonable efforts to enter into Collateral Documents ensure that any material contract or agreement relating to create After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such Liens (including all Collateral Documents governed by contract or After-Acquired Property being excluded from the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption repurchase or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company Pubco and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments (upon the entry into such documents), which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Trustee, Pubco and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement ), each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents Documents, on or following the Issue Date, and the First Lien Intercreditor Agreement Collateral Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company Pubco shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to On or following the Applicable Collateral LimitationsIssue Date, Pubco and the Company shallGuarantors shall execute, and shall file or cause the Subsidiaries filing of the Company to, take any and all actions and make all filings further documents, financing statements (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the relevant Covered Jurisdiction)) required to Collateral and cause the Collateral Documents Requirement to create be and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liensremain satisfied.
(b) To Notwithstanding anything to the extent any assets owned by contrary herein, the Company or any Note Guarantor security interests in the Collateral securing the Notes will not be required to be in place on the Issue Date (other than Excluded Assets) are and will not subject be perfected on such date, provided, that; Pubco, or the applicable Digital Assets Subsidiary, shall grant control of the Digital Assets and/or Collateral Accounts to a valid Lien in favor of a Notes the Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 no later than 30 days after the Issue Date.
(c) Notwithstanding any provision hereof , such that, immediately after giving effect thereto, the value of the Collateral subject to a control agreement results in a Loan-to-Collateral Ratio that is less than or equal to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Loan-to-Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral LimitationsRatio Compliance Level.
Appears in 2 contracts
Sources: Indenture (ProCap Financial, Inc.), Indenture (ProCap BTC, LLC)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal of, premium and interest Collateral Documents to which it is a party (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors Amendment No. 2 to the Holders or Security Agreement) and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Trustee under this IndentureAgent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Aggregate Revolving Loan Commitment and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Agent, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateSubsidiary Guarantor, including, without limitation, the Company and proceeds of the Note Guarantors sale, all of which shall use their commercially reasonable efforts continue to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by constitute part of the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 2 contracts
Sources: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/)
Collateral Documents. The Administrative Agent shall have received:
(a) The due and punctual payment the UK Share Charge, dated as of the principal ofAmendment Effective Date, premium duly executed and interest (including Additional Amountsdelivered by an Authorized Officer of the Borrower, together with the certificates evidencing all of the issued and outstanding Capital Securities charged pursuant to the UK Share Charge, which certificates shall be accompanied by an undated stock transfer form duly executed in blank, or, if anyany such shares of Voting Securities are uncertificated securities, the Collateral Trustee shall have obtained "control" (as defined in the UCC) on over such shares of Capital Securities and such other instruments and documents as shall be necessary in the Notes when reasonable opinion of the Administrative Agent under applicable law to perfect (subject to certain Permitted Liens) the first priority security interest of the Collateral Trustee in such shares of Capital Securities;
(b) the UK Intercompany Note, an undated note transfer form duly executed in blank, and the UK Intercompany Note Share Charge, in each case, duly executed and delivered by an Authorized Officer of the UK Subsidiary (provided that the Borrower shall (a) within five Business Days following the Amendment Effective Date submit, or 77 cause to be submitted, a duly executed stock transfer form in respect of the transfer of the Capital Securities of the Target to the UK Subsidiary, together with the appropriate fee, to HM Revenue & Customs and (b) within five Business Days following receipt of such form from HM Revenue & Customs, duly stamped, deliver to the Collateral Trustee a share certificate or certificates in respect of the Capital Securities of Target in the name of the UK Subsidiary, accompanied by undated stock transfer forms duly executed in blank);
(c) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Amendment Effective Date, listing effective financing statements which name each Obligor (under its present name and certain of its previous names) as the same shall debtor and which are filed in certain of the jurisdictions in which filings were made pursuant to clause (a)(ii) of Section 5.1.1 or are to be due made pursuant to Section 7.8, together with copies of such financing statements;
(d) counterparts of a Mortgage Amendment, dated as of the Amendment Effective Date, encumbering each Mortgaged Property and payableLeasehold Property and duly executed by the respective Obligor holding a fee or leasehold interest in such Mortgaged Property or Leasehold Property, whether on an interest payment dateas applicable, at maturityin form for recording in the recording office of each political subdivision where such Mortgaged Property or Leasehold Property, by accelerationas applicable, repurchaseis located, redemption together with
(i) evidence of the completion (or otherwise, and interest on satisfactory arrangements for the overdue principal of, premium and interest on the Notes and performance completion) of all other Obligations recordings and filings of such Mortgage Amendment as may be necessary or, in the reasonable opinion of the Company and the Note Guarantors Administrative Agent, desirable effectively to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, against the Mortgaged Property or Leasehold Property, as a valid, perfected first priority lien, subject to the terms Permitted Liens;
(ii) evidence of the First payment of (or satisfactory arrangements for the payment of) all Title Policy Date Down premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each Mortgage Amendment as may be necessary, in the reasonable opinion of the Administrative Agent, to secure the Obligations against the Mortgaged Property or Leasehold Property, as applicable, as a valid, perfected first priority lien, subject to Permitted Liens;
(iii) with respect to each Mortgage Amendment, a "date down endorsement" to each Title Policy which effectively brings the date of coverage on each Title Policy forward to the Amendment Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by such Mortgage Amendment, and such policy to be accompanied by evidence of the payment in full of all premiums thereon (each such date down, a "Title Policy Date Down"); and
(iv) such other affidavits, certificates, approvals, agreements, waivers or documents as the Administrative Agent may reasonably request; and
(e) evidence reasonably satisfactory to it that (i) the Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold granted to the Collateral in trust Trustee, for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents Secured Parties (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest defined in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereofTrust Agreement), 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms certain Permitted Liens) continues to be a first priority (or local equivalent thereof) security interest, and (ii) no Lien exists on any of the First Lien Intercreditor Agreement Collateral (as defined in the Pledge and Security Agreement) other than Permitted Liens and the Collateral Documents), Lien created in favor of the Notes Collateral Agents Trustee, for the benefit of the Holders and Secured Parties (as defined in the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject Collateral Trust Agreement), pursuant to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateLoan Document.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The Subject to the Liens permitted by the Collateral Documents and the second sentence of Section 13.01 hereof, the due and punctual payment of the principal of, premium of and interest (including Additional Amountsand Liquidated Damages, if any) , 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 of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors Authority to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of Authority has entered into simultaneously with the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject The Authority will deliver to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent Trustee copies of all documents required to be filed delivered to the Trustee pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral LimitationsThe Authority will take, the Company shall, and shall cause the Subsidiaries upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured PartiesAuthority hereunder, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Notes, superior to and prior to the Trustee rights of all third Persons and subject to no other Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Chukchansi Economic Development Authority)
Collateral Documents. 108
(a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Company Note Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements, each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement on the Issue Date, and the Collateral Documents and the any Permitted ABL EMEA Intercreditor Agreement and any Permitted First Lien Second Lien Intercreditor Agreement Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to In the Applicable event of conflict between an Intercreditor Agreement, any of the other Collateral LimitationsDocuments and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.118.01, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to On or following the Applicable Collateral Limitations, the Company shall, Issue Date and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Pari Passu Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateAgreement, the Company and the Note Guarantors shall use shall, at their commercially reasonable efforts sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to enter into financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to create be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. Such security interest and Liens (including all will be created under the Collateral Documents governed by and other security agreements and other instruments and documents.
(b) It is understood and agreed that prior to the laws discharge of each Covered Jurisdictionthe Credit Facility Obligations, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets the extent that were pledged to the Credit Agreement Collateral Agent are not capable is satisfied with or agrees to any deliveries or documents required to be provided in respect of being pledged any matters relating to a the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, after the Issue Date), the Notes Collateral Agent at shall be deemed to be satisfied with such deliveries and/or documents and the same time) and have all judgment of the Credit Agreement Collateral Agent in respect of any such Liens and any Liens created but not perfected (including by appropriate filings with matters under the United States Patent and Trademark Office and United States Copyright Office) on or prior Credit Agreement shall be deemed to be the Issue Date perfected, subject to any limitations set forth judgment of the Notes Collateral Agent in respect of such matters under this Indenture and the Collateral Documents. It is understood and agreed that prior to the discharge of the ABL Obligations, to the extent that the ABL Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the ABL Priority Collateral or makes any determination in respect of any matters relating to the ABL Priority Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including the Applicable Collateral Limitationsin connection with assets acquired, within 120 days or Subsidiaries formed or acquired, after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary), the provisions of this Article 12 are qualified in their entirety by the Applicable Notes Collateral Limitations and neither the Company nor any Note Guarantor Agent shall be required pursuant deemed to be satisfied with such deliveries and/or documents and the judgment of the ABL Agent in respect of any such matters under the ABL North America Credit Agreement shall be deemed to be the judgment of the Notes Collateral Agent in respect of such matters under this Indenture or any and the Collateral Document to take any action limited by the Applicable Collateral LimitationsDocuments.
Appears in 1 contract
Sources: Indenture (INVACARE HOLDINGS Corp)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted or contemplated by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c).
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Requisite Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Credit Agreement (Printpack Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same Borrower 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do execute or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.executed:
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Officei) on or prior to the Issue Date perfectedEffective Date, (a) the Security Agreement, (b) one or more Pledge Agreements with respect to all of the Capital Stock owned by the Borrower and its Domestic Subsidiaries of each of the Domestic Subsidiaries in existence on the Effective Date, (c) Mortgages from each Loan Party, accompanied by the relevant title reports with respect to such locations as the Administrative Agent may request and (d) such vehicle title applications (other than with respect to vehicles subject to the Fleet Lease Transaction or the National City Lease Transaction) as the Administrative Agent may request, accompanied by the relevant vehicle titles and fees to be filed with the applicable Governmental Authorities to reflect the Collateral Agent as lienholder;
(ii) (x) within five (5) Business Days after any limitations set forth Subsidiary becoming a Domestic Subsidiary, a Pledge Agreement (or supplement thereto) with respect to all of the Capital Stock of such Subsidiary owned by the Borrower and its Domestic Subsidiaries and (y) within thirty (30) days after any Subsidiary becoming a First Tier Foreign Subsidiary, a pledge agreement (or supplement thereto) or share mortgage in this Indenture favor of the Collateral Agent for the benefit of the Secured Parties with respect to the lesser of (i) 100% (or, in respect of any First Tier Foreign Subsidiary, 65% so long as a 100% pledge would cause such First Tier Foreign Subsidiary's accumulated and undistributed earnings and profits to be deemed to be repatriated to the Borrower or a Domestic Subsidiary for U.S. federal income tax purposes) of all the outstanding Capital Stock of each First Tier Foreign Subsidiary and (ii) all of the outstanding Capital Stock of each First Tier Foreign Subsidiary currently or hereafter owned by the Borrower and its Domestic Subsidiaries; and provided that no such pledge of the Capital Stock of a First Tier Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the Secured Parties pursuant to legally binding, valid and enforceable Pledge Agreements;
(iii) within five (5) Business Days after any Subsidiary becoming a Guarantor, a supplement to the Security Agreement (in the form attached thereto), and the other documents required by the Administrative Agent in connection therewith;
(iv) within thirty (30) days after the Borrower or any Domestic Subsidiary acquires any fee interest in real property, a Mortgage executed by such acquiring Person, accompanied by such title reports, title insurance, surveys, appraisals and environmental reports (collectively, "Real Estate Instruments") as are requested by the Administrative Agent;
(v) within ten (10) days after any Loan Party acquires an ownership interest in any vehicle and other item of rolling stock subject to a certificate of title law, to the extent so required by the Administrative Agent, an appropriate vehicle title application (other than with respect to a vehicle subject to the Fleet Lease Transaction or the National City Lease Transaction) accompanied by the relevant vehicle title and fee to be filed with the applicable Governmental Authority to reflect the Collateral Agent as lienholder with respect to such vehicle or other item of rolling stock; and the Borrower shall deliver to the Collateral Agent all such Pledge Agreements, Guarantees and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, UCC financing statements, real estate title insurance policies, environmental reports, the Applicable stock certificates representing the Capital Stock subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Collateral LimitationsAgent; provided that, with respect to the pledge of Capital Stock in First Tier Foreign Subsidiaries in existence on the date hereof and vehicles and real estate owned by the Borrower or any of its Domestic Subsidiaries on the date hereof, such relevant Pledge Agreements, vehicle title applications and Real Estate Instruments (to the extent not being delivered on the Effective Date) are required to be delivered to the Collateral Agent at the times and in the manner required in writing by the Administrative Agent. In addition to the terms and provisions set forth hereinabove, the Borrower shall, and shall cause its Subsidiaries to, within 120 the time periods set forth below (to the extent such actions have not occurred on or prior to the Effective Date), cause the following to occur:
(1) with respect to the Layfayette Property: (a) within seven (7) days after of the Issue Effective Date.
, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; (b) within seven (7) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the Lafayette Property; (c) Notwithstanding any provision hereof within sixty (60) days of the Effective Date, deliver a Phase I Environmental Assessment addressed to and in form and substance reasonably satisfactory to the contraryAdministrative Agent, and prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent; (d) within seven (7) days of the Effective Date, deliver a legal opinion in form and substance satisfactory to the Administrative Agent from Baker & Daniels regarding such Mortgage; (e) within seventy-five (75) ▇▇▇s o▇ ▇▇▇ ▇ffective Date, deliver an ALTA plat of survey prepared by a surveyor licensed in the State of Indiana with respect to the Layfayette Property; and (f) within sixty (60) days of delivery of the survey, cause any necessary adjustments or modifications to the Mortgage or the title insurance policy as may be reasonably required to reflect the survey and the facts set forth therein on the title insurance policy and the Mortgage;
(2) with respect to each Material Real Estate Property: (a) within fifteen (15) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; (b) within thirty (30) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the such property; (c) within sixty (60) days of the Effective Date, deliver a Phase I Environmental Assessment addressed to and in form and substance reasonably satisfactory to the Administrative Agent, and prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent; (d) within thirty (30) days of the Effective Date, deliver a legal opinion in form and substance satisfactory to the Administrative Agent from special local counsel reasonably satisfactory to the Administrative Agent regarding such Mortgage; (e) within seventy-five (75) days of the Effective Date, deliver an ALTA plat of survey prepared by a surveyor licensed in the state where such property is located with respect to such property; and (f) within sixty (60) days of delivery of the survey, cause any necessary adjustments or modifications to the Mortgage or the title insurance policy as may be reasonably required to reflect the survey and the facts set forth therein on the title insurance policy and the Mortgage;
(3) with respect to each Significant Real Estate Property: (a) within forty-five (45) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; and (b) within forty-five (45) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the such property;
(4) with respect to all other real property owned by the Borrower or its Domestic Subsidiaries: (a) within sixty (60) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; and
(5) with respect to all properties which are anticipated to be included in the SunTrust Sale and Leaseback, the Borrower agrees that if such SunTrust Sale and Leaseback is not consummated on or prior to December 31, 2002, or if any property which was anticipated to be included in such SunTrust Sale and Leaseback and is not so included, the Borrower shall comply or cause its Domestic Subsidiaries to comply with the terms and provisions of this Article 12 are qualified Section 6.2(O) with respect to each such property on or prior to December 31, 2002 in their entirety by the Applicable Collateral Limitations case of all such properties if the SunTrust Sale and neither Leaseback is not consummated and within forty-five (45) days from the Company nor date any Note Guarantor shall property is no longer anticipated to be required pursuant to this Indenture or any Collateral Document to take any action limited by included in the Applicable Collateral LimitationsSunTrust Sale and Leaseback.
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Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according executed by each Loan Party, in appropriate form for recording, where necessary, together with:
(i) copies of all UCC-l, UCC-2 and UCC-3 financing statements to be filed to perfect or amend the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms security interests of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders Banks, or other evidence satisfactory to the Agent that there have been filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect or amend the perfection of the Liens of the Agent for the benefit of the Banks in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Agent that the executed Mortgages with respect to the Mortgaged Property shall have been delivered to Chicago Title Insurance Company in recordable form on or prior to the Effective Date for recording;
(ii) written advice relating to such Lien and judgment searches as the Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens);
(iii) receipt by the Agent from the Original Agent of all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Agent may specify;
(iv) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Trustee Mortgages;
(v) with respect to the Mortgaged Property, an A.L.T.A. Form B (or other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of a binder) that each Mortgage creates and constitutes a valid first Lien against the Mortgaged Property contemplated thereby in favor of the Agent, subject only to exceptions acceptable to the Agent and the Banks, with such endorsements and affirmative insurance as the Agent or any Bank may reasonably request;
(vi) to the extent not previously delivered pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Original Credit Agreement, surveys and authorizes surveyor's certification as to all real property and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder all land covered by a lease in accordance therewith. Subject to the Applicable Collateral Limitationsrespect of which there is delivered a Mortgage, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1Agent, to provide each in form and substance satisfactory to the Notes Collateral Agents Agent and the security interest Banks, provided, however, that the surveys of the properties located in Frisco, Texas and Glendale, Arizona shall be delivered no later than sixty (60) days after the Effective Date;
(vii) to the extent not previously delivered pursuant to the Original Credit Agreement, appraisals, in form and substance satisfactory to the Agent and the Majority Banks, of certain real property Collateral, provided, however, that the appraisals of the properties located in Frisco, Texas and Glendale, Arizona shall be delivered no later than sixty (60) days after the Effective Date;
(viii) proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Effective Date or in the future) including sums due in connection with any future advances;
(ix) to the extent not previously delivered pursuant to the Original Credit Agreement, such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral contemplated hereby and/or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render which 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. Subject to the Applicable Collateral Limitations, the Company shall, and Agent shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First be granted a Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and Banks, as requested by the Trustee subject to no Liens other than Permitted Liens.Agent or any Bank; and
(bx) To evidence that all other actions necessary or, in the extent any assets owned reasonable opinion of the Agent or the Banks, desirable to perfect and protect the first priority Lien created by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including and to enhance the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof Agent's ability to preserve and protect its interests in and access to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.Collateral;
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Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on On or prior to the Issue Date Phase I Closing Date, Borrower delivered or subject caused to a Lien be delivered all of the following to Lender, in favor form and substance satisfactory to Lender:
(i) Such endorsements as Lender may requirerequired in connection with the Phase I Title Policy;
(ii) Uniform Commercial Code search certificates from jurisdiction of a Notes incorporation of Borrower reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral Agent that is not perfected on or which are prior to the Issue DateLiens granted to Lender in this Agreement, the Company Security Documents, and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create other Credit Documents, except for any such prior Liens (including all Collateral Documents governed a) which are expressly permitted by this Agreement to be prior or (b) for which Lender has received a termination statement or and has made a satisfactory arrangement concerning the laws termination of each Covered Jurisdictionsuch Liens;
(iii) Such other documents, except where pursuant instruments and agreements as Lender may reasonably requestrequested to laws governing such assets establish and perfect the Liens granted to Lender in this Agreement, the Security Documents, and the other Credit Documents;
(iv) Borrower shall have compliedEvidence of compliance with FIRREA (and any banking regulations associated therewith or local practice applicable enacted to such assets, such assets that were pledged to implement FIRREA in the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same timelending context) and have all such other legal requirements for the making of the extensions of credit hereunder (including, without limitation, acknowledging receipt of results of flood zone reports, maintenance of necessary flood insurance in amounts and where required under applicable law);
(v) Such other evidence as Lender may reasonably requestrequested to establish that the Liens granted to Lender in this Agreement, the Security Documents, and any Liens created but not the other Credit Documents are or upon the proper filings shall be perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfectedLiens of other Persons in the Collateral, subject except for any such Liens which are expressly permitted by this Agreement to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.be prior;
(cvi) Notwithstanding any provision hereof An ALTA survey of the Property underlying the Phase I Casino Project, certified in a manner acceptable to Lender;
(vii) ▇▇▇▇▇▇’s receipt and approval of all applicableApplicable environmental studies and reports for the contraryPhase I Casino Project (including a Phase I report and if recommended, the provisions a Phase II report), issued by environmental consultants reasonably acceptable to Lender in form and substance reasonably acceptable to Lender; and
(viii) ▇▇▇▇▇▇’s receipt of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor confirmationConfirmation (which confirmation shall be required pursuant reasonably acceptable to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral LimitationsLender) that Borrower iswas in compliance with all applicable Mitigation Requirements (as defined in Environmental Indemnity Agreement).
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Sources: Credit Agreement
Collateral Documents. (a) The due and punctual payment Collateral Documents, executed by Holdings, the Borrower or any Subsidiary of the principal ofBorrower, premium and interest as applicable, in appropriate form for recording, where necessary, together with:
(including Additional Amounts, if anyi) 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 and interest on the Notes and performance acknowledgment copies of all other Obligations UCC-l financing statements filed, registered or recorded to perfect the security interests of the Company Agent, for the benefit of Agent and the Note Guarantors Lenders, granted pursuant to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according or other evidence reasonably satisfactory to the terms hereunder Agent that there has been filed, registered or thereunderrecorded all financing statements and other filings, shall be secured as provided in registrations and recordings reasonably necessary and advisable to perfect the Liens of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms applicable law;
(ii) uniform commercial code financing statement, federal and this Indenture state tax lien, pending litigation and judgment searches as the Agent shall have reasonably requested of Holdings and the First Lien Intercreditor AgreementBorrower and its Subsidiaries, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitationssuch termination statements, the Company shall deliver to each Notes Collateral Agent copies of all releases or other documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to confirm that the next sentence Collateral is subject to no other Liens in favor of this Section 12.1any Persons (other than Permitted Liens);
(iii) all certificates and instruments representing the Pledged Collateral, to provide irrevocable proxies and stock transfer powers executed in blank or other executed endorsements reasonably satisfactory to the Notes Collateral Agents Agent, with signatures guaranteed as the security interest Agent may require;
(iv) evidence that all other actions reasonably necessary or, in the Collateral contemplated hereby and/or reasonable opinion of the Agent, desirable to perfect and protect the Liens created by the Collateral Documents have been taken;
(v) funds sufficient to pay any filing 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take recording tax or fee in connection with any and all actions UCC-1 financing statements and, if applicable, the Mortgages, all title insurance premiums, documentary stamp or intangible taxes, recording fees and make all filings (including mortgage taxes payable in connection with the recording of any Mortgage or filing of UCC any financing statements or PPSA financing statements, continuation statements and amendments thereto the issuance of the title insurance policies (whether due on the Closing Date or analogous procedures under the applicable laws in the relevant Covered Jurisdictionfuture)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations including sums due in connection with any future advances in connection with each of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral foregoing (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent so long as invoices have been provided on or prior to the Issue Date date hereof);
(vi) with respect to the Olive Branch, Mississippi property and Amory, Mississippi leased premises for which there is delivered a Mortgage (the "Mortgaged Properties"), an A.L.T.A. mortgagee policy of title insurance or subject a binder issued by a title insurance company reasonably satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgage creates and constitutes a valid first Lien against such real Property in favor of a Notes Collateral the Agent, for the benefit of Agent that is not perfected on or prior and the Lenders, in an amount and subject only to exceptions reasonably acceptable to the Issue DateAgent, with such endorsements and affirmative insurance as the Company Agent may reasonably request;
(vii) current ALTA surveys and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged surveyor's certifications as to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) Mortgaged Properties, each in form and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior substance reasonably satisfactory to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.Agent; and
(cviii) Notwithstanding any provision hereof to such landlord's waiver executed by landlords for the contraryleased premises located at Amory, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations Mississippi, El Cajon, California and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.Memphis, Tennessee;
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Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountsinterest, if any) 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 and interest on the Notes and performance of all other Indenture Obligations of the Company Issuer and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Indenture Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company Issuer hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust security interest for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, Indenture and the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company Issuer shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes the Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.11501, to provide to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or by the Collateral 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 the Indenture and of the Notes Obligations secured herebyhereby or thereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company Issuer shall, and shall cause the Subsidiaries of the Company Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Indenture Obligations of the Company Issuer and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected (or any analogous concept to the extent perfection does not apply in the relevant jurisdiction) Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the other Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of itself, the Holders and the Trustee subject to no Liens other than Permitted LiensLiens permitted by Section 1010 hereof.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 Fifteen are qualified in their entirety by the Applicable Collateral Limitations and neither the Company Issuer nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
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Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , 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 of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Guarantors and the Company hereby acknowledge and agree that ▇▇▇▇▇▇ Debtor Subsidiaries have entered into simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this Indenture, the Collateral Documents Indenture and the First Lien Intercreditor Agreementwhich are listed on Exhibit D hereto. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and this Indenture and of the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents or as may be reasonably requested in writing by the Trustee, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest in the Note Collateral contemplated hereby and/or and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreements, the Company shallshall take, and or shall cause the its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company hereunder and of the Note Guarantors to the First Lien Notes Secured Partiesunder their Guarantees, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Note Collateral, in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and priority required under the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datesubject to Permitted Liens.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment date or a principal amortization date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors Issuer to the Holders of Notes, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes, the Note Guarantees Collateral Documents and the Collateral DocumentsNotes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Issuer and the Company hereby acknowledge and agree that Subsidiaries have entered into simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuer shall deliver to each Notes Collateral Agent the Trustee copies of all documents required to be filed pursuant Collateral Documents, and, subject to the provisions of the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral LimitationsThe Issuer shall take, the Company shall, and or shall cause the Subsidiaries to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured PartiesIssuer hereunder, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Agent for the benefit of the Holders Trustee, the Collateral Agent and the Trustee Holders of Notes, (a) superior to and prior to the rights of all third Persons other than those holding the First Lien Debt, and (b) subject to no Liens other than Permitted Liensthe Liens permitted under Section 4.13 hereof.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Mortgage & Realty Trust)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments (upon the entry into such documents), which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Trustee, the Issuers and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds its Lien on the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and subject to the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral LimitationsIntercreditor Agreement, the Company shallIssuers and the Guarantors shall execute, and shall file or cause the Subsidiaries filing of the Company to, take any and all actions and make all filings further documents, financing statements (including the filing of UCC or PPSA financing continuation statements, continuation amendments to financing statements and amendments thereto change statements), agreements and instruments, and take all further action that may be required under applicable Law in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to create and maintain, as security for be taken with respect to the First Priority Notes Obligations perfection of the Company and security interests in the Note Guarantors Collateral to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) such actions are not subject required to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged be taken with respect to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateAgreement.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of On or before the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this IndentureAmendment Effective Date, the Collateral Documents Agent shall have received, on behalf of the Holders, (i) a joinder agreement in respect of the Subsidiary Guarantee duly executed by each of Columbia and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest CPH in a Note, consents and agrees to the terms favor of the Collateral Documents Agent, (including ii) a joinder agreement in respect of the provisions providing for the possession, use, release Subsidiary Security Agreement duly executed by each of Columbia and foreclosure CPH in favor of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral LimitationsAgent, (iii) a pledge by the Company shall deliver to each Notes in favor of the Collateral Agent copies of all documents required to be filed pursuant Agent, in form and substance satisfactory to the Collateral Documents to which such Notes Agent, providing the Collateral Agent is with a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the first priority perfected security interest in the Collateral contemplated hereby and/or Intercompany Note and any other agreements evidencing indebtedness owed by CPLP or its Subsidiaries to the Company, (iv) any documents or instruments reasonably requested by the Collateral Documents or any part thereof, as from time Agent to time constituted, so as to render evidence 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of pledge by the Company and CPH of the Note Guarantors to Capital Stock of CPLP held by the First Lien Notes Secured PartiesCompany and CPH, respectively, which pledge shall provide the Collateral Agent with a valid and enforceable first priority perfected Lien and security interest in and on all such Capital Stock, (v) any documents or instruments reasonably requested by the Collateral Agent to evidence the pledge by the Company of the Capital Stock of Columbia held by the Company, which pledge shall provide the Collateral Agent with a first priority perfected security interest in such Capital Stock, (subject vi) any documents or instruments reasonably requested by the Collateral Agent to evidence the pledge by Columbia of the Capital Stock of CPH held by Columbia, which pledge shall provide the Collateral Agent with a first priority perfected security interest in such Capital Stock, and (vii) an amendment to the terms of the First Lien Intercreditor General Security Agreement and the Subsidiary Security Agreement, each in form and substance satisfactory to the Collateral Documents)Agent, in favor (A) adding "investment property" to the description of the Notes Collateral Agents for Collateral, (B) correcting the benefit account number of the Holders Cash Concentration Account (as defined in each of the General Security Agreement and the Trustee subject to no Liens other than Permitted Liens.
Subsidiary Security Agreement) and (bC) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, permitting the Company and its Restricted Subsidiaries to transfer amounts from the Note Guarantors shall use their commercially reasonable efforts Cash Concentration Account to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by one or more permitted investment accounts for the laws purpose of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datemaking temporary investments.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest (including Additional AmountsLiquidated Damages, if any) , 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, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company Issuers and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Issuers and the Company hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this IndentureIndenture (including, without limitation, the Collateral Documents and the First Lien Intercreditor Agreementlisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers and Guarantors shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest interests in the Collateral contemplated hereby and/or hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreement, the Company shallIssuers shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers hereunder and of the Guarantors under the Note Guarantors to the First Lien Notes Secured PartiesGuarantees, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons, in each case, equal and ratable with the Liens securing the obligations under the Credit Agreement and subject to Permitted Liens and the Trustee subject terms of the Intercreditor Agreement. For the avoidance of doubt, the obligations of the Issuers and the Guarantors under this Indenture and the Notes are not secured by the deeds of trust entered into prior to no Liens other than Permitted Liensthe date hereof to secure the Credit Agreement, the 2017 Notes, the 7 7/8% 2020 Notes or the 7 3/4% 2020 Notes.
(b) To Without limiting the extent generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and the Pledge and Security Agreement, each of the Deeds of Trust and Pledge and Security Agreement and any assets owned other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien to the Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, removing the Collateral Agent and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties. In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Company or Required Secured Parties from time to time, and notwithstanding any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth provision in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release has been consented to by each other Project Credit Party or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. In addition, regardless of whether required by the Intercreditor Agreement, each Holder hereby agrees that to the extent that the Holders obtain a recovery under a title insurance policy that insures the Deeds of Trust, and such recovery would result in the Holders receiving a greater percentage recovery on the Notes (relative to the outstanding principal amount of the Notes) than the corresponding percentage recovery that will be obtained by the other First Lien Secured Parties that are parties to (or whose representative is party to) the Intercreditor Agreement as of the date of this Indenture (after giving effect to Section 8 of the Intercreditor Agreement and the title insurance proceeds received by such other First Lien Secured Parties from their policies of title insurance) in connection with the exercise of remedies or other event or loss that gave rise to the recovery obtained by the Holders, then the Holders will turn over a portion of such proceeds to the Collateral Agent for distribution to such other First Lien Secured Parties in amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the outstanding principal amount of First Lien Secured Obligations then held by such party) from such proceeds. The Issuers and the Guarantors hereby consent to the foregoing provisions. Each Project Credit Party is an express beneficiary of this Section 10.01(b) and the provisions of this Article 12 are qualified in their entirety by Section 10.01(b) may not be amended or modified without the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitationsconsent of each Project Credit Party.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Collateral Documents. (a1) The due A deed transferring to Lessor the fee interest in the Land, Lessor Improvements and punctual payment Appurtenant Rights, duly executed by Seller and appropriately notarized for recording;
(2) A Memorandum of Purchase Agreement, appropriately completed and duly executed by Lessee and Lessor and appropriately notarized for recording;
(3) Evidence that the Assignment of Lease, the Lessor Deed of Trust, the Lessor/Lessee Deed of Trust, the deed, the Memorandum of Lease Agreement and the Memorandum of Purchase Agreement have been or will be properly recorded in the Official Records of Santa Cruz ▇▇▇nty, California;
(4) An extended coverage owner's policy or binder of title insurance (or a commitment therefor) for the Property insuring Lessor's fee interest in the Property
3.01 2 (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by Chicago Title Insurance Company or another title insurer acceptable to Agent;
(5) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Property insuring the validity and priority of the principal ofLease Agreement (subject to such exceptions as Agent may approve), premium in such amounts and interest with such endorsements as Agent may reasonably require, issued by Chicago Title Insurance Company or another title insurer acceptable to Agent;
(including Additional Amounts, if any6) on An extended coverage lender's policy of title insurance (or a commitment therefor) for the Notes when Property insuring the validity 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 and interest on the Notes and performance of all other Obligations priority of the Lessor Deed of Trust (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by Chicago Title Insurance Company or another title insurer acceptable to Agent;
(7) Uniform Commercial Code financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as Agent may request to perfect the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the Note Guarantors to other Operative Documents;
(8) Uniform Commercial Code search certificates from the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided jurisdictions in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required Uniform Commercial Code financing statements are to be filed pursuant to the Collateral Documents to item D(8) above reflecting no other financing statements or filings which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence evidence Liens of this Section 12.1, to provide to the Notes Collateral Agents the security interest other Persons in the Collateral contemplated hereby and/or by the Collateral 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 which are prior to the intent Liens granted to Lessor and purposes herein expressed. Subject to Agent in the Applicable Collateral LimitationsLessee Security Documents, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Lessor Security Agreement and the Collateral other Operative Documents), in favor of except for any such prior Liens (a) which are expressly permitted by the Notes Collateral Agents for the benefit of the Holders and the Trustee subject Operative Documents to no Liens other than Permitted Liens.
be prior or (b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to for which Agent has received a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where termination statement pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same timeitem D(9) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Dateabove.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Company and the Company Note Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust (or, as the case may be, as direct representative) for the benefit of the Holders Holders, the Trustee and the Trustee Notes Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements, each as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each the Notes Collateral Agent to enter into the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement on the Issue Date, and the Collateral Documents and the any Permitted ABL EMEA Intercreditor Agreement and any Permitted First Lien Second Lien Intercreditor Agreement Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to In the Applicable event of conflict between an Intercreditor Agreement, any of the other Collateral LimitationsDocuments and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to each the Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of #96856656v2 this Section 12.118.01, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to On or following the Applicable Collateral Limitations, the Company shall, Issue Date and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Pari Passu Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateAgreement, the Company and the Note Guarantors shall use shall, at their commercially reasonable efforts sole expense, execute any and all further documents, financing statements (including continuation statements and amendments to enter into financing statements), agreements and instruments, and take all further action that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request (it being understood that neither the Trustee nor the Notes Collateral Agent is under any obligation or duty to make such request), in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Collateral Documents in the Collateral; provided that for so long as there are outstanding any Credit Facility Obligations, no actions shall be required to create be taken with respect to the perfection of the security interests in the Collateral to the extent such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant actions are not required to laws governing such assets or local practice applicable to such assets, such assets that were pledged be taken with respect to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) Agreement. Such security interest and have all such Liens and any Liens will be created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and under the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateDocuments and other security agreements and other instruments and documents.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (INVACARE HOLDINGS Corp)
Collateral Documents. (a) The due and punctual payment of Each Purchaser authorizes the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewithtake all action contemplated by such documents. Subject to Each Purchaser agrees that no holder of the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to (other than the Collateral Documents Agent) shall have the right individually to which seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such Notes Collateral Agent is a party, rights and will do or cause to be done all such acts and things as remedies may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or exercised solely by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and holders of the Trustee subject to no Liens other than Permitted LiensNotes upon the terms of the Collateral Documents.
(b) To In the extent event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Collateral Agent is hereby authorized to execute and deliver on behalf of the holders of the Notes any Related Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the holders of the Notes.
(c) The Purchasers hereby authorize the Collateral Agent, at its option and in its discretion, to (y) release any Lien granted to or held by the Collateral Agent upon any Collateral and/or (z) release any guarantor from its obligations under any Guaranty (i) upon the satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Related Documents or the transactions contemplated hereby or thereby; (ii) in connection with any transaction permitted by, but only in accordance with, the terms of the applicable Related Document; or (iii) in connection with any transaction approved, authorized or ratified in writing by the Required Purchasers, unless such release is required to be approved by all of the Purchasers hereunder. Upon request by the Collateral Agent at any time, the Purchasers will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 21.11.
(d) Upon any sale or transfer of assets owned constituting Collateral which is permitted pursuant to the terms of any Related Document, or consented to in writing by the Required Purchasers, the Collateral Agent shall (and is hereby irrevocably authorized by the Purchasers to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the holders of the Notes herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Company or any of its Subsidiaries in respect of) all interests retained by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documentsits Subsidiaries, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Senior Secured Note and Warrant Purchase Agreement (Jazz Pharmaceuticals Inc)
Collateral Documents. (a) The due Guarantee and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors Collateral Agreement is effective to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided create in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms favor of the Collateral Documents (including the provisions providing for the possessionAgent a legal, use, release valid and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the enforceable security interest in the Collateral contemplated hereby and/or by described therein and proceeds thereof. In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Equity Interests are delivered to the Collateral Documents or any part thereofAgent, as from time to time constituted, so as to render and in the same available for the security and benefit of this Indenture and case of the Notes secured herebyother Collateral described in the Guarantee and Collateral Agreement, according when financing statements in appropriate form are filed in the offices specified on Schedule 4.14(a) (which financing statements have been duly completed and delivered to the intent Collateral Agent) and purposes herein expressed. Subject such other filings as are referred to in Section 4.2(b) to the Applicable Guarantee and Collateral LimitationsAgreement have been completed, the Company shallGuarantee and Collateral Agreement shall constitute a fully perfected Lien on, and shall cause security interest in, all right, title and interest, if any, that the Subsidiaries of Credit Parties now have or may hereafter acquire in and to such Collateral and the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintainproceeds thereof, as security for the First Priority Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.3, other than Liens created under the Senior Second Lien Notes Obligations Documents, any Additional Senior Second Lien Notes Documents, any Chrysler Canada Notes Documents and, if applicable, Liens created under any Permitted DOE Facility); provided, however, that in the case of the Company and the Note Guarantors Intellectual Property, no representation or warranty is made with respect to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and perfection of any security interest in and on all Intellectual Property arising under the laws of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens any country other than Permitted Liensthe United States.
(b) To Each of the extent any assets owned Mortgages is effective to create in favor of the Collateral Agent a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed in the offices specified on Schedule 4.14(b)(i) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by the Company or (in the case of any Note Guarantor on Mortgage to be executed and delivered pursuant to Section 5.7(h)), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Issue Date Credit Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Excluded AssetsPersons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or other Permitted Liens). To the knowledge of the Company, Schedule 4.14(b)(ii) are not subject to a valid Lien in favor includes, as of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Closing Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed each real property owned in fee by the laws Credit Parties having a net book value (together with improvements thereon) of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Dateleast US$5,000,000.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but 105 119 only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Requisite Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c).
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Requisite Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute sch documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsSubsidiary, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Credit Agreement (Printpack Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , 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 of and interest and premium, if any, on the Notes and performance of all other Obligations obligations of the Company Revel and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Revel and the Company hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this IndentureIndenture (including, without limitation, the Collateral Documents and the First Lien Intercreditor Agreementlisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company Revel and Guarantors shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will Revel shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest interests in the Collateral contemplated hereby and/or hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreement, the Company shallRevel shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of Revel hereunder and of the Company and Guarantors under the Note Guarantors to the First Lien Notes Secured PartiesGuarantees, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Notes, subject to Permitted Liens and the terms of the Intercreditor Agreement. The Holders hereby designate and direct the Trustee to designate, and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes hereby designates U.S. Bank National Association as its Collateral Agent on to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or prior to instruments entered into by U.S. Bank National Association (and its successors) as the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to for the Issue Date, benefit of the Company Trustee and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateHolders.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Second Lien 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 and interest on the Second Lien Notes and performance of all other Second Lien Notes Obligations of the Company Issuer and the Note Guarantors to the Holders or Holders, the Trustee or Second Lien Notes Collateral Agent under this Indenture, the Second Lien Notes, the Second Lien Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Second Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Second Lien Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each the Second Lien Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuer shall deliver to each the Second Lien Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section SECTION 12.1, to provide assure and confirm to the Second Lien Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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 Second Lien Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the Subsidiaries of the Company Issuer to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Second Lien Notes Obligations of the Company Issuer and the Note Guarantors to the First Second Lien Notes Secured PartiesParties under this Indenture, the Second Lien Notes, the Second Lien Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Second Lien Notes Collateral Agents Agent for the benefit of itself, the Holders Holders, the Trustee and the Trustee Second Lien Notes Collateral Agent subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject , and to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings otherwise comply with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and requirements of the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateRequirement.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (iHeartMedia, Inc.)
Collateral Documents. (a) The due and punctual payment of Each Lender authorizes the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Administrative Agent and the Collateral DocumentsAgent to enter into, according to the terms hereunder or thereunderon behalf of each such Lender, shall be secured as provided in each of the Collateral DocumentsDocuments to which it is a party, which define the terms of the Liens that secure the Obligations, to remain subject to the terms of the First Lien Intercreditor Agreement. The Trustee Agreement and the Company hereby acknowledge Collateral Documents in effect on the Closing Date, and agree to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Notes Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Agents hold Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral in trust Administrative Agent for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, Secured Obligations or the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders of Secured Obligations and the Trustee Borrower's other creditors subject to no Liens other than Permitted Liensthe Intercreditor Agreement and upon the terms of the Collateral Documents.
(b) To In the extent event that any assets owned Collateral is hereafter pledged by any Person as collateral security for the Company Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or any Note Guarantor appropriate to grant and perfect a Lien on the Issue Date (other than Excluded Assets) are not subject to a valid Lien such Collateral in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateAgent.
(c) Notwithstanding any provision hereof Subject to the contraryIntercreditor Agreement, the provisions Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to direct the Collateral Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations, and Rate Management Obligations) at any time arising under or in respect of this Article 12 are qualified Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in their entirety accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Applicable Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to direct the Collateral Limitations and neither the Company nor any Note Guarantor shall be required Agent to release particular types or items of Collateral pursuant to this Indenture Section 10.16. The Lenders confirm that the Collateral Agent may take actions described in this Section 10.16(c) so long as such actions are permitted under and comply with the terms of the Intercreditor Agreement.
(d) Subject to the terms of the Intercreditor Agreement, upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, including, without limitation, the Service America Asset Sale, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, the security interest in such Collateral shall be automatically released. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) direct the Collateral Agent to execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to direct the Collateral Agent to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Collateral Document to take Liens upon (or obligations of the Borrower or any action limited Subsidiary in respect of) all interests retained by the Applicable Collateral LimitationsBorrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Chemed Corp)
Collateral Documents. (a) The due and punctual payment provisions of each of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations Collateral Documents are effective to create in favor of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders Banks and the Trustee other Senior Secured Lenders, a legal, valid and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the enforceable first priority security interest in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereofall right, as from time to time constituted, so as to render the same available for the security title and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations interest of the Company and its Subsidiaries in the Note Guarantors Collateral described therein subject to Permitted Liens; and financing statements have been (or will be) filed in the offices in all of the jurisdictions listed in the schedule to the First Lien Notes Security Agreement.
(b) Each Mortgage when delivered will be effective to grant to the Collateral Agent for the benefit of the Banks and the other Senior Secured PartiesLenders a legal, a valid and enforceable deed of trust lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged Property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage, and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged Property, subject to Permitted Liens and the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 5.01, shall be subject to a legal, valid, enforceable and perfected Lien first priority deed of trust and when financing statements have been filed in the offices listed in the schedule to such Mortgage, such Mortgage also shall create a legal, valid, enforceable and perfected first lien on, and security interest in in, all right, title and on all interest of the Collateral (Company or such Subsidiary under such Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except Permitted Liens and the terms encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 5.01.
(c) The provisions of the First Lien Intercreditor Agreement and the Collateral Documents)Pledge Agreements are effective to create, in favor of the Notes Collateral Agents Agent for the benefit of the Holders Banks and the Trustee subject other Senior Secured Lenders, a legal, valid and enforceable security interest in all of the collateral described therein; and the Pledged Collateral (as defined in the Pledge Agreement) was delivered to no Liens other than Permitted Liens.
(b) To the extent any assets owned by Agent or its nominee in accordance with the terms thereof. The Lien of the Pledge Agreements constitutes a perfected, first priority security interest in all right, title and interest of the Company or any Note Guarantor on such Subsidiary, as the Issue Date (case may be, in the Collateral described therein, prior and superior to all other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Dateinterests.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the interest, principal of, premium and interest (including Additional Amountspremium, if any) , on the Notes and Note Guarantees when and as the same shall be due and payable, whether on an interest payment datea Payment Date, at maturity, by acceleration, repurchase, redemption redemption, prepayment or otherwise, and interest on the overdue principal of, premium of and interest on the Notes and Note Guarantees and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders or the Trustee Notes Secured Parties under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee Trustee, the Collateral Custodian, the Issuers and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and Notes Secured Parties pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Trustee, Collateral Custodian and the Collateral Agent to enter into the Collateral Documents and the First Intercreditor Agreements and authorizes and directs the Trustee to enter into the Collateral Agency and Accounts Agreement and any Junior Lien Intercreditor Agreement and authorizes and directs each of the Collateral Agent, the Collateral Custodian and the Trustee to perform its respective obligations and exercise its respective rights thereunder under and in accordance therewithwith the Collateral Documents and Intercreditor Agreements to which it is a party. Subject to The Issuers and the Applicable Collateral Limitations, the Company Guarantors shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to provide assure and confirm to the Notes Collateral Agents the Agent a first-priority security interest in the Collateral contemplated hereby and/or Collateral, by the Collateral 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. Subject The Issuers, Hawaiian and Hawaiian Holdings shall, in each case at their own expense, (A) promptly execute and deliver (or cause such Subsidiary to execute and deliver) to the Applicable Collateral LimitationsAgent such documents and take such actions to create, grant, establish, preserve and perfect the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings applicable priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under Section 4.10 and the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)as applicable) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders Senior Secured Parties on such assets of such Issuer or such other Guarantor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents, and the Trustee to ensure that such Collateral shall be subject to no other Liens other than any Permitted Liens.
Liens and (bB) To the extent any assets owned if reasonably requested by the Company Trustee or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject Collateral Agent, deliver to a valid Lien in favor the Trustee, for the benefit of a the Trustee, the Notes Secured Parties, the Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsCustodian, including a customary written opinion of counsel to such Issuer or such other Guarantor, as applicable, with respect to the Applicable Collateral Limitationsmatters described in clause (A) of this Section 13.01, in each case within 120 days twenty (20) Business Days after the Issue Dateaddition of such Collateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Hawaiian Holdings Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional AmountsLiquidated Damages, 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 of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes, the Note Subsidiary Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured by the Collateral owned by the Company or the Guarantor executing such Collateral Documents, respectively, whether now owned or hereafter acquired as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations Obligations and exercise its rights thereunder in accordance therewith. Subject to The Company and the Applicable Collateral Limitations, the Company Guarantors shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent (if the Collateral Agent is not also the Trustee) pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral LimitationsThe Company shall take, the Company shall, and or shall cause the Subsidiaries Guarantors to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Partieshereunder, a valid and enforceable perfected first priority Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Agent for the benefit of the Holders of Notes, superior to and prior to the Trustee rights of all third Persons and subject to no other Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not . So long as no Event of Default shall have occurred and be continuing, and subject to a valid Lien in favor this Indenture and the terms of a Notes the Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue DateDocuments, the Company and the Note Guarantors shall use their commercially reasonable efforts its Restricted Subsidiaries will be entitled to enter into Collateral Documents to create such Liens (including receive all Collateral Documents governed by the laws of each Covered Jurisdictioncash dividends, except where pursuant to laws governing such assets interest and other payments made upon or local practice applicable to such assets, such assets that were pledged with respect to the Credit Agreement Collateral pledged by them and to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. Upon the occurrence and during the continuance of an Event of Default, and subject to the prior approval of Nevada Gaming Authorities, (a) all rights of the Company and its Restricted Subsidiaries to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights and (b) all rights of the Company and its Restricted Subsidiaries to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent, and (c) the Collateral Agent are not capable of being pledged to a Notes may sell the Collateral Agent at the same time) and have all such Liens and or any Liens created but not perfected (including by appropriate filings part thereof in accordance with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and terms of the Collateral Documents, including . All funds distributed under the Applicable Collateral Limitations, within 120 days after Documents and received by the Issue Date.
(c) Notwithstanding any provision hereof to Collateral Agent for the contrary, benefit of the Holders of the Notes will be distributed by the Collateral Agent in accordance with the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral LimitationsIndenture.
Appears in 1 contract
Sources: Indenture (Riviera Holdings Corp)
Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of this Indentureany Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least three (3) Business Days' prior written request by the Borrower to the Agent, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and of Secured Obligations herein or pursuant hereto upon the Trustee subject Collateral that was sold or transferred; PROVIDED, HOWEVER, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Secured Obligations or any assets owned Liens upon (or obligations of the Borrower or any Credit Party) all interests retained by the Company Borrower or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral DocumentsParty, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Revolving Credit Agreement (United Stationers Supply Co)
Collateral Documents. (a) The due and punctual payment provisions of each of the principal of, premium and interest Collateral Documents (including Additional Amounts, if any) on other than 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the ObligationsMortgages, subject to (b) below, and the terms collateral assignments of tenant’s rights in leases) are effective to create in favor of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent, for the benefit of the Holders Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of Borrower and its Subsidiaries in the Trustee Collateral described therein; and pursuant financing statements have been filed (or, in the case of UCC-1 financing statements delivered on the Closing Date, delivered in the proper form for filing) in the offices in all of the jurisdictions listed in the schedules to the terms of this Indenture, the Guarantee and Collateral Documents and the First Lien Intercreditor Agreement. .
(b) Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees Mortgage when delivered will be effective to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant grant to the Collateral Documents Agent for the benefit of the Secured Creditors, a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the real property and fixtures described therein. When each such Mortgage is duly recorded in the appropriate land records offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgage shall constitute a perfected first priority mortgage lien on such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent, and such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of Borrower or such Subsidiary under such Mortgage in all fixtures which are covered by such Notes Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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 Permitted Liens.
(c) The provisions of the Notes secured herebyGuarantee and Collateral Agreement, according after giving effect to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA UCC-1 financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required offices set forth on the schedules to cause the Guarantee and Collateral Documents to create Agreement and maintain, as security for the First Priority Notes Obligations completion of the Company filings and the Note Guarantors other actions described in Schedule 3 to the First Lien Notes Secured PartiesGuarantee and Collateral Agreement, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject shall be effective to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)create, in favor of the Notes Collateral Agents Agent, for the ratable benefit of the Holders Secured Creditors, a fully perfected first Lien on, and security interest in, all right, title and interest of Borrower and the Trustee subject to no Liens other than Guarantors in the “Collateral”, as defined in the Guarantee and Collateral Agreement (except for Permitted Liens).
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Credit Agreement (Bally Total Fitness Holding Corp)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amountson, 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 on the Notes and performance of all other Notes Obligations of the Company Issuer and the Note Guarantors to the Holders of the Notes or the Trustee under this Indenture, the Notes, the Note Guarantees and the and/or Collateral DocumentsAgent (as applicable), according to the terms hereunder or thereunderof this Indenture, the Notes and the Guarantees, shall be secured as provided in the Collateral Documents, which the Issuer and the Guarantors entered into on the Issue Date and which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Trustee, the Issuer and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders Holders, the Trustee and the Trustee Collateral Agent and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreement, each as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture and the First Lien Intercreditor AgreementIndenture, and authorizes and directs each Notes the Collateral Agent and/or the Trustee, as applicable, to enter into the Collateral Documents and the First Intercreditor Agreement Joinder on the Issue Date, and, at any time after the Issue Date, if applicable, any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuer shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary, proper, or as may be required by the next sentence of this Section 12.1Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject On or following the Issue Date and subject to the Applicable Collateral LimitationsFirst Lien Intercreditor Agreement, the Company shall, Issuer and the Guarantors shall cause the Subsidiaries of the Company to, take execute any and all actions further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the filing of UCC or PPSA financing statements, and continuation statements and amendments thereto to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or analogous procedures under continue the applicable laws in perfection of) the relevant Covered Jurisdiction)) required validity and priority of the Liens and security interests created or intended to cause be created by the Collateral Documents to create and maintainin the Collateral, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Akumin Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , 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 of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company Issuers and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of Issuers and Guarantors have entered into simultaneously with the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this IndentureIndenture (including, without limitation, the Collateral Documents and the First Lien Intercreditor Agreementlisted on Exhibit E hereto). Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest interests in the Collateral contemplated hereby and/or hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreements, the Company shallIssuers and the Restricted Entities shall take, and shall cause the their respective Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers hereunder and of the Guarantors under the Note Guarantors to the First Lien Notes Secured PartiesGuarantees, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Notes, superior to and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or rights of all third Persons, in each case, subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior only to the Issue Date, Liens securing the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to obligations under the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such other Permitted Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to terms of the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateIntercreditor Agreements.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral DocumentsNotes Obligations, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold Agent’s security interest in the Collateral in trust is for the benefit of the Holders and the Trustee Notes Secured Parties and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Priority/Second Priority Intercreditor and Subordination Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Priority/Second Priority Intercreditor and Subordination Agreement, and irrevocably authorizes and directs each Notes the Collateral Agent (i) to enter into the Collateral Documents and the First Lien Priority/Second Priority Intercreditor Agreement and Subordination Agreement, (ii) to execute each document in connection with any Collateral Document expressed to be executed by Collateral Agent on its behalf (including any intercreditor agreement or joinder to any Collateral Document in connection with Indebtedness or other obligations not prohibited by this Indenture (including Future Pari Passu Obligations)) and (iii) perform its obligations the duties and exercise its rights thereunder in accordance therewiththe rights, powers, and discretions that are specifically given to it under the Collateral Documents or other documents to which the Collateral Agent is a party, together with any other incidental rights, power and discretions. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes the Collateral Agent and the Trustee copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.110.01, to provide assure and confirm to the Collateral Agent for the benefit of the Notes Collateral Agents Secured Parties the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the The Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations in favor of the Company Collateral Agent for the benefit of the Holders and the Note Guarantors to the First Lien Notes Secured PartiesTrustee, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To . Neither the extent any assets owned by Trustee nor the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on shall have any responsibility or prior to the Issue Date or subject to a Lien liability in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company connection with such actions and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datefilings.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment Without limiting the generality of the principal ofsubsection 9.1, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company each Lender hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and further authorizes and directs each Notes Collateral Administrative Agent to enter into the Collateral Documents as secured party on behalf of and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of Lenders and agrees to be bound by the Holders terms of each of the Collateral Documents and the Trustee subject Subsidiary Guaranty; provided that, except as otherwise provided below, Administrative -------- Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document and the Subsidiary Guaranty without the prior consent of Requisite Lenders. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Liens other than Permitted Liens.
Lender shall have any right individually to realize upon any of the collateral under any Collateral Document and the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the Collateral Documents and the Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof. Each Lender hereby authorizes Administrative Agent (i) to release or subordinate Collateral as permitted or required under this Agreement or the Collateral Documents and the Subsidiary Guaranty, and agrees that a certificate executed by Administrative Agent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party and (ii) to enter into any amendments of the Collateral Documents and the Subsidiary Guaranty to cure any ambiguity, defect or inconsistency or to amend provisions relating to ministerial or administrative matters which do not materially adversely affect the rights of the Lenders thereunder. In the event Company receives a notice regarding any Subject Lease (as such term is defined in the Closing Date Mortgages) pursuant to clause (b) To of item (i) of Schedule -------- 5.2F, Administrative Agent shall release the extent any assets owned by Subject Lease of record from the Company or any Note Guarantor on ---- offending Closing Date Mortgage; provided that the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Administrative Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture -------- satisfied that such landlord or any Collateral Document to take any action limited by the Applicable Collateral Limitationslessor claim specified in such notice is in good faith.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment provisions of each of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations Collateral Documents are effective to create in favor of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the benefit of the Holders Banks, a legal, valid and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the enforceable first priority security interest in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereofall right, as from time to time constituted, so as to render the same available for the security title and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations interest of the Company and its Subsidiaries in the Note Guarantors collateral described therein, subject to Permitted Liens, if any, which are not subordinated to the First Lien Notes Secured Parties, a valid Liens under the Collateral Documents; and enforceable perfected Lien and security interest financing statements have been filed in and on the offices in all of the Collateral (subject jurisdictions listed in the schedule to the terms of the First Lien Intercreditor Security Agreement and the Collateral Documents), in favor Subsidiary Security Agreement. Each of the Notes Collateral Agents applicable patent security agreements, trademark security agreements and copyright security agreements attached to the Security Agreement and the Subsidiary Security Agreement as Exhibits has been filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office.
(b) Each Mortgage when delivered will be effective to grant to the Administrative Agent for the benefit of the Holders Banks a legal, valid and enforceable deed of trust or mortgage lien, as the case may be, on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the Trustee mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and other Permitted Liens, if any, which are not subordinated to the Liens under the Collateral Documents and except as noted in the title policies delivered to the Administrative Agent pursuant to Section 5.01, is subject to a legal, valid, enforceable and perfected first priority deed of trust; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of the Company or such Restricted Subsidiary under such Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and other Permitted Liens, if any, which are not subordinated to the Liens other than under the Collateral Documents and except as noted in the title policies delivered to the Administrative Agent pursuant to Section 5.01, and Permitted Liens.
(bc) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor All representations and warranties of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and any of its Restricted Subsidiaries party thereto contained in the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) true and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datecorrect.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Credit Agreement (Vista Eyecare Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , 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 of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Guarantors and the Company hereby acknowledge and agree that Heller Debtor Subsidiaries have entered into simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms e▇▇▇▇▇▇on of this Indenture, the Collateral Documents Indenture and the First Lien Intercreditor Agreementwhich are listed on Exhibit D hereto. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and this Indenture and of the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents or as may be reasonably requested in writing by the Trustee, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest in the Note Collateral contemplated hereby and/or and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreement, the Company shallshall take, and or shall cause the its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company hereunder and of the Note Guarantors to the First Lien Notes Secured Partiesunder their Guarantees, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Note Collateral, in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and priority required under the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datesubject to Permitted Liens.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due Each Lender and punctual payment the Administrative Agent authorizes the Collateral Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Parties (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by the Notes when and as Collateral Agent for 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 and interest on the Notes and performance of all other Obligations benefit of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define Secured Parties upon the terms of the Liens Collateral Documents and the Intercreditor Agreement.
(b) In the event that secure any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Collateral Agent is hereby authorized (subject to the terms of the Intercreditor Agreement) to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Secured Parties.
(c) Subject to the terms of the Intercreditor Agreement, the Lenders and the Administrative Agent hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section.
(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative Agent to), subject to the terms of the First Lien Intercreditor Agreement. The Trustee and , execute such documents as may be necessary to evidence the Company hereby acknowledge and agree that release of the Notes Collateral Agents hold Liens granted to the Collateral in trust Agent for the benefit of the Holders and the Trustee and Secured Parties herein or pursuant to the terms of this Indenture, hereto upon the Collateral Documents and that was sold or transferred; provided, however, that (i) the First Lien Intercreditor Agreement. Each HolderCollateral Agent shall not be required to execute any such document on terms which, by accepting a Notein the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and each beneficial owner (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of an interest the Borrower or any Subsidiary in a Noterespect of) all interests retained by the Borrower or any Subsidiary, consents and agrees including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the terms Collateral.
(e) No agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Documents (including Agent without the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all prior written consent of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted LiensAgent.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company Issuers and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee and the Company Issuers hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and release, foreclosure of or other enforcement in relation to the Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuers shall, and shall cause the Subsidiaries of the Company Issuers to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers and the Note Guarantors to the First Lien Notes Noteholder Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment provisions of the principal ofPledge and Security Agreement are effective to create, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations in favor of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders Lenders, a legal, valid and enforceable security interest in all of the collateral described therein; and the Trustee and pursuant Collateral was delivered to the Collateral Agent or its nominee in accordance with the terms thereof. The Lien of this Indenturethe Pledge and Security Agreement constitutes a perfected, first priority security interest other than Permitted Liens in all right, title and interest of the Company or such Subsidiary, as the case may be, in the Collateral described therein, prior and superior to all other Liens and interests; PROVIDED, HOWEVER, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner consisting of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent capital stock is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (not subject to the terms of the First any other Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To The provisions of each of the Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of the Company and its Subsidiaries in the collateral described therein, subject only to any Permitted Liens. With respect to the pledge of Collateral consisting of equity interests in the Company's Subsidiaries which are first tier Foreign Subsidiaries (as defined in the Pledge and Security Agreement), such pledge shall be limited to a pledge of 65% of the issued and outstanding shares or other units of equity interests PROVIDED, HOWEVER, if the pledge of more sixty-five percent (65%) of such Foreign Subsidiary would not result in materially adverse tax consequences to the pledgor under Section 956 of the Internal Revenue Code, or if such materially adverse tax consequences are no longer effective, then such pledged equity interests shall constitute 100% or such other percentage of issued and outstanding shares or other units of equity interests of such Foreign Subsidiary and such Foreign Subsidiary shall execute and deliver the applicable Collateral Documents. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the extent any assets owned by Excluded Subsidiary may do so without violating federal, state or local laws or regulations applicable to it, the Company or any Note shall promptly notify the Agent thereof and such Subsidiary shall promptly execute and deliver the Collateral Documents and all other instruments and documents necessary in the opinion of the Agent to become a Guarantor on and the Issue Date (other than Excluded Assets) are not subject Company shall cause such Subsidiary's outstanding capital stock to a valid Lien in favor of a Notes Collateral Agent on or prior be pledged to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior pursuant to the Issue DateCollateral Documents. The chief executive office and the principal books and records of the Company and each Guarantor will be located at its address set forth on Exhibit A to the Pledge and Security Agreement, and when financing statements have been filed in the appropriate offices in the jurisdictions of organization for the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into and when such other actions as are each described in each of the Collateral Documents to create such Liens (including all have been taken, each of the Collateral Documents governed shall constitute a perfected security interest in all right, title and interest of such Person, as the case may be, in the Collateral described therein, and except for Permitted Liens existing on the Closing Date and those Liens whose priority cannot be superseded by the laws provisions hereof or of each Covered Jurisdictionany Collateral Document and filings hereunder or thereunder, except where pursuant to laws governing a perfected first lien on, and security interest in, all right, title and interest of such assets or local practice applicable to such assetsPerson, such assets that were pledged to as the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfectedcase may be, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable described in each Collateral Limitations, within 120 days after the Issue DateDocument.
(c) Notwithstanding any provision hereof to the contrary, the provisions All representations and warranties of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor and any Note Guarantor shall be required pursuant to this Indenture or any of its Subsidiaries party thereto contained in the Collateral Document to take any action limited by the Applicable Collateral LimitationsDocuments are true and correct.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including on and any Additional Amounts, if any) on Amounts payable in respect of 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 and interest on and any Additional Amounts payable in respect of the Notes and performance of all other Obligations of the Company Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company Issuer hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to ; provided, however, that if any of the Applicable provisions of the Collateral LimitationsDocuments limit, qualify or conflict with the duties imposed by the provisions of the TIA, the Company TIA shall control. The Issuer shall deliver to each Notes the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide assure and confirm to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or hereby, by the Collateral 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. Subject to The Issuer and the Applicable Collateral Limitations, the Company Restricted Parent Guarantor shall, and shall cause the Subsidiaries of the Company Restricted Parent Guarantor to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuer, the Restricted Parent Guarantor and the Note Guarantors to the First Lien Notes Secured PartiesParties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Essar Steel Algoma Inc.)
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 of and interest (to the extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.7 herein, and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and Trustee, the Company and each Guarantor hereby acknowledge and agree that the Notes Collateral Agents Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee and Secured Parties, in each case pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each HolderHolder of the Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs (i) the Collateral Trustee, with respect to each Notes Collateral Agent to enter into of the Collateral Documents to which it is a party, and (ii) the First Lien Intercreditor Agreement and Trustee to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. Subject to The Trustee and each Holder, by accepting the Applicable Notes, acknowledges that, as more fully set forth in the Collateral LimitationsDocuments, the Company Collateral as now or hereafter constituted shall deliver to each Notes Collateral Agent copies be held for the benefit of all documents required to be filed pursuant to the Secured Parties, and that the Lien of this Indenture and the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence in respect of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents or any part thereofand actions that may be taken thereunder. As among the Holders, as from time to time constituted, so as to render the same available except for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws priority described in the relevant Covered Jurisdiction)) required to cause the Collateral Documents with respect to create the Tranche A Exchange Notes, the Collateral as now or hereafter constituted, to the extent of the interest of the Holders thereon, shall be held for the equal and maintainratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted LiensNotes.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Anc Rental Corp)
Collateral Documents. (a) The due and punctual payment of the principal of, premium interest and interest (including Additional Amountsadditional interest, if any) , on and Additional Amounts with respect to the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium interest and interest additional interest, if any, on and Additional Amounts with respect to the Notes and performance of all other Obligations of the Company and the Note Guarantors Restricted Subsidiaries to the Holders or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall are and will be secured as provided in the Collateral Documents, Documents which define the terms of the Liens Lien that secure secures the Obligations, Obligations under this Indenture and the Notes and provide that the Lien granted thereunder secures the Obligations under this Indenture and the Notes on a first-priority basis subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementDocuments. Each Holder, by accepting a Note, and each beneficial owner its acceptance of an interest in a Note, consents and agrees to all of the terms of the Collateral Documents (including the provisions providing for the possession, use, exercise of remedies and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreementits terms, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and Documents, to perform its or cause to be performed obligations and exercise its rights thereunder in accordance therewith, to bind the Holders as set forth therein and to appoint any other agent to act on behalf of the Trustee and Holders of Notes. Subject Each Holder, by its acceptance of a Note, consents and agrees to the Applicable Collateral LimitationsAgent acting as its agent for purposes and under the terms of each of the Collateral Documents, and agrees to the terms thereof and permits the Collateral Agent to appoint any other agent to act on behalf of the Collateral Agent and the Holders of Notes. To the extent permitted by, and subject to the terms of, the Collateral Documents, the Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered from time to be filed time to the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.111.1, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest in Liens upon the Collateral contemplated hereby and/or hereby, by the Collateral 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 Obligations secured hereby, according to the intent and purposes herein and therein expressed. Subject to the Applicable Collateral LimitationsThe Trustee, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid Restricted Subsidiaries hereby acknowledge and enforceable perfected Lien and security interest in and on all of agree that the Collateral (subject to the terms of the First Lien Intercreditor Agreement and Agent holds the Collateral Documents), in favor of the Notes Collateral Agents for the ratable benefit of of, and as agent for, the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor terms of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. The Administrative Agent shall have received:
(a) The due the Pledge and punctual payment Security Agreement, dated as of the principal ofClosing Date, premium duly executed and interest delivered by an Authorized Officer of the Parent, the Borrower and each Subsidiary Guarantor together with
(including Additional Amountsi) the certificates evidencing all of the issued and outstanding shares of Capital Securities pledged pursuant to the Pledge and Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if anyany such shares of Capital Securities pledged pursuant to the Pledge and Security Agreement are uncertificated securities, the Collateral Trustee shall have obtained "control" (as defined in the UCC) on the Notes when over such shares of Capital Securities) and such other instruments and documents 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 necessary in the overdue principal of, premium and interest on the Notes and performance of all other Obligations reasonable opinion of the Company Administrative Agent under applicable law to perfect (subject to certain Permitted Liens) the first priority security interest of the Collateral Trustee in such shares of Capital Securities;
(ii) executed copies of UCC financing statements (Form UCC-1) naming each such Obligor executing the Pledge and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Security Agreement as a debtor and the Collateral DocumentsTrustee as the secured party, according or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary in the reasonable opinion of the Administrative Agent and its counsel, to perfect the security interests of the Collateral Trustee pursuant to the terms hereunder Pledge and Security Agreement; and
(iii) certified copies of UCC Requests for Information or thereunderCopies (Form UCC-11), shall or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing effective financing statements which name such Obligor (under its present name and certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings are to be secured made pursuant to clause (ii) above, together with copies of such financing statements; and
(b) counterparts of a Mortgage, dated as provided of the Closing Date, encumbering each Mortgaged Property and duly executed by the respective Obligor holding a fee interest in such Mortgaged Property, in form for recording in the Collateral Documentsrecording office of each political subdivision where such Mortgaged Property is located, which define the terms together with
(i) evidence of the Liens that secure completion (or satisfactory arrangements for the Obligationscompletion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent or Collateral Trustee, desirable effectively to create a valid, perfected first priority Lien, subject to Permitted Liens, against the terms Mortgaged Property purported to be covered thereby;
(ii) evidence of the First payment of (or satisfactory arrangements for the payment of) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each Mortgage as may be necessary in the reasonable opinion of the Administrative Agent, to create a valid, perfected first priority Lien Intercreditor Agreement. The Trustee against the Mortgaged Property identified in such Mortgage, subject only to Permitted Liens;
(iii) with respect to each Mortgage, a mortgagee's title insurance policy or signed commitment to issue such policy in favor of the Collateral Trustee, as mortgagee for the ratable benefit of the Secured Parties, in an amount equal to 105% of the fair market value of the Mortgaged Property, and in form and substance and issued by insurers, in each case reasonably satisfactory to the Company hereby acknowledge Administrative Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and agree that the Notes Collateral Agents hold interest created by the Mortgage constitutes a valid first priority perfected Lien on the Mortgaged Property and fixtures described therein free and clear of all defects and encumbrances, other than Permitted Liens, such policy to include, to the extent available, a revolving credit endorsement, comprehensive endorsement, variable rate endorsement, first loss, last dollar, survey, contiguity, doing business, access and utilities endorsements, mechanic's lien endorsement, and such other endorsements as the Administrative Agent shall reasonably request, and such policy to be accompanied by evidence of the payment in full of all premiums thereon (such policy, the "Title Policy");
(iv) with respect to each Mortgage, such UCC financing statements as may be necessary to perfect the Lien of the Collateral in trust Trustee, for the benefit of the Holders and Secured Parties (as defined in the Trustee and pursuant Collateral Trust Agreement) on the fixtures granted in such Mortgage;
(v) opinions of counsel to the terms Obligors in each jurisdiction set forth in Item 5.1.9(c) of this Indenturethe Disclosure Schedule where a Mortgaged Property is located, in each case in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent;
(vi) a Survey with respect to each Mortgaged Property;
(vii) such other affidavits, certificates, approvals, opinions or documents as the Administrative Agent may reasonably request; and
(c) the Collateral Documents and the First Lien Intercreditor Trust Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms dated as of the Collateral Documents Closing Date, duly executed and delivered by each Person party thereto. The Administrative Agent and its counsel shall be reasonably satisfied that (including i) the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant granted to the Collateral Documents to which such Notes Collateral Agent is a partyTrustee, and will do or cause to be done all such acts and things for the benefit of the Secured Parties (as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest defined in the Collateral contemplated hereby and/or by the Collateral Documents or any part thereofTrust Agreement), 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms certain Permitted Liens) is a first priority (or local equivalent thereof) security interest, and (ii) no Lien exists on any of the First Lien Intercreditor Agreement Collateral (as defined in the Pledge and Security Agreement) other than Permitted Liens and the Collateral Documents), Lien created in favor of the Notes Collateral Agents Trustee, for the benefit of the Holders and Secured Parties (as defined in the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject Collateral Trust Agreement), pursuant to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateLoan Document.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at stated maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company Issuer and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the ObligationsObligations under the Notes, subject to the terms of the First Lien Intercreditor AgreementAgreements. The Trustee and the Company Issuer hereby acknowledge and agree that the Notes Collateral Agents hold Agent holds the Collateral in trust for the benefit of the Holders and the Trustee First Lien Notes Secured Parties and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor AgreementAgreements. Each Holderholder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor AgreementAgreements, and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company .
(b) The Issuer shall deliver to each Notes the Collateral Agent and Trustee copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.113.01, to provide to the Notes Collateral Agents Agent the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company The Issuer shall, and shall cause the its Restricted Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)thereto) required to cause the Collateral Documents to create and maintain, as security for the First Priority Obligations under the Notes Obligations of the Company Issuer and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement Agreements and the other Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To ; provided that the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject Issuer shall have no obligation to a valid Lien in favor of a Notes Collateral Agent on or prior do so unless required with respect to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to Senior Credit Facilities so long as the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Senior Credit Agreement Collateral Agent Facilities are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Dateoutstanding.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Sources: Indenture (Meredith Corp)
Collateral Documents. (a) The due and punctual payment of Each Lender authorizes the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees Administrative Agent and the Collateral DocumentsAgent to enter into, according to on behalf of each such Lender, the terms hereunder or thereunder, shall be secured as provided in Intercreditor Agreement and each of the Collateral DocumentsDocuments to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, which define it being understood and agreed that such rights and remedies may be exercised solely by the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Administrative Agent for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, Secured Obligations or the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders of Secured Obligations and the Trustee Borrower's other creditors subject to no Liens other than Permitted Liensthe Intercreditor Agreement and upon the terms of the Collateral Documents.
(b) To In the extent event that any assets owned Collateral is hereafter pledged by any Person as collateral security for the Company Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or any Note Guarantor appropriate to grant and perfect a Lien on the Issue Date (other than Excluded Assets) are not subject to a valid Lien such Collateral in favor of a Notes the Collateral Agent on or prior to the Issue Date or subject to Agent; provided, however, that any such Person also shall have pledged and granted a Lien in favor such Collateral on an equal and ratable basis for the benefit of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, holders of the Company and obligations outstanding under the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Senior Secured Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof Subject to the contraryIntercreditor Agreement, the provisions Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to direct the Collateral Agent to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations, and Rate Management Obligations) at any time arising under or in respect of this Article 12 are qualified Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in their entirety accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Applicable Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to direct the Collateral Limitations and neither the Company nor any Note Guarantor shall be required Agent to release particular types or items of Collateral pursuant to this Indenture Section 10.16. The Lenders confirm that the Collateral Agent may take actions described in this Section 10.16(c) so long as such actions are permitted under and comply with the terms of the Intercreditor Agreement.
(d) Subject to the terms of the Intercreditor Agreement, upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, the security interest in such Collateral shall be automatically released. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) direct the Collateral Agent to execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to direct the Collateral Agent to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Collateral Document to take Liens upon (or obligations of the Borrower or any action limited Subsidiary in respect of) all interests retained by the Applicable Collateral LimitationsBorrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Roto-Rooter Inc)
Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountsand premium, if any) , 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 of and interest and premium (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral DocumentsDocuments which the Company, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Guarantors and the Company hereby acknowledge and agree that Heller Debtor Subsidiaries have entered into simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms ▇▇▇▇▇▇ion of this Indenture, the Collateral Documents Indenture and the First Lien Intercreditor Agreementwhich are listed on Exhibit D hereto. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Note Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and this Indenture and of the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes the Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the The Company shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents or as may be reasonably requested in writing by the Trustee, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest in the Note Collateral contemplated hereby and/or and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreement, the Company shallshall take, and or shall cause the its Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company hereunder and of the Note Guarantors to the First Lien Notes Secured Partiesunder their Guarantees, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Note Collateral, in favor of the Notes Collateral Agents Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and priority required under the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Datesubject to Permitted Liens.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
Appears in 1 contract
Collateral Documents. (a) The due and punctual payment of the principal of, of and interest and premium and interest (including Additional AmountsLiquidated Damages, if any) , 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, of and interest and premium and interest Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other Obligations obligations of the Company Issuers and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral Documents, Documents which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Issuers and the Company hereby acknowledge and agree that Guarantors have entered into prior to or simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this IndentureIndenture (including, without limitation, the Collateral Documents and the First Lien Intercreditor Agreementlisted on Exhibit G hereto). Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral and foreclosure limitations on exercise of Collateralrights and remedies) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their the terms and of this Indenture and the First Lien Intercreditor Agreement, Collateral Documents and authorizes and directs each Notes Collateral Agent the Trustee to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company The Issuers and Guarantors shall deliver to each Notes Collateral Agent the Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will the Issuers shall do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Collateral Agents Trustee the security interest interests in the Collateral contemplated hereby and/or hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available (subject to the terms of the Intercreditor Agreement) for the security and benefit of this Indenture and of Indenture, the Notes and the Note Guarantees secured herebyby the Collateral Documents, according to the intent and purposes herein therein expressed. Subject to the Applicable Collateral Limitationsterms of the Intercreditor Agreement, the Company shallIssuers shall take, and shall cause the Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Company toTrustee, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company Issuers hereunder and of the Guarantors under the Note Guarantors to the First Lien Notes Secured PartiesGuarantees, a valid and enforceable perfected Lien and security interest of the priority required by the Collateral Documents in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons, in each case, equal and ratable with the Liens securing the obligations under the Credit Agreement and subject to Permitted Liens and the Trustee subject to no Liens other than Permitted Liensterms of the Intercreditor Agreement.
(b) To Without limiting the extent generality of the foregoing, each Holder by accepting a Note agrees that, as described in the Deeds of Trust and the Pledge and Security Agreement, each of the Deeds of Trust and Pledge and Security Agreement and any assets owned other document or instrument pursuant to which the Issuers or any Affiliate thereof from time to time grants a Lien to the Trustee or the Holders or an agent or representative on their behalf to secure their obligations hereunder (collectively, the “Security Documents”) are “Shared Security Documents,” and that the Trustee is authorized and directed by each Holder to treat and the Trustee and each such Holder agrees that it will treat the same as “Shared Security Documents” under and as defined in the Intercreditor Agreement and subject to the terms thereof for all purposes, including without limitation, for purposes of amending, modifying, varying or waiving any provision thereof, releasing any collateral thereunder, exercising any rights or remedies thereunder, directing the Collateral Agent thereunder to take any action thereunder or with respect thereto, and for purposes of sharing the proceeds of the collateral thereunder with the other First Lien Secured Parties. In furtherance of the foregoing, the Trustee shall (and is hereby authorized to) take or instruct the Collateral Agent thereunder to take such actions under the Security Documents or related thereto as requested by the Company or Required Secured Parties from time to time, and notwithstanding any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth provision in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, unless all debt secured by the Security Documents has been Discharged, the Trustee will not release or instruct the Collateral Agent thereunder to release any Collateral unless such release has been consented to by each other Project Credit Party or such Collateral has been released from the Lien securing the obligations owed to all other First Lien Secured Parties. The Holders hereby designate and direct the Trustee to designate, and the Trustee hereby designates Deutsche Bank Trust Company Americas as its collateral agent to act as specified in and under the Intercreditor Agreement, this Indenture, the Security Documents and any other such documents or instruments entered into by Deutsche Bank Trust Company Americas (and its successors) as the collateral agent for the benefit of the Trustee and the Holders. In addition, regardless of whether required by the Intercreditor Agreement, each Holder hereby agrees that to the extent that the Holders obtain a recovery under a title insurance policy that insures the Deeds of Trust, and such recovery would result in the Holders receiving a greater percentage recovery on the Notes (relative to the outstanding principal amount of the Notes) than the corresponding percentage recovery that will be obtained by the other First Lien Secured Parties that are parties to (or whose representative is party to) the Intercreditor Agreement as of the date of this Indenture (after giving effect to Section 8 of the Intercreditor Agreement and the title insurance proceeds received by such other First Lien Secured Parties from their policies of title insurance) in connection with the exercise of remedies or other event or loss that gave rise to the recovery obtained by the Holders, then the Holders will turn over a portion of such proceeds to the Collateral Agent for distribution to such other First Lien Secured Parties in amounts necessary to ensure that each such party receives a similar percentage recovery (relative to the outstanding principal amount of First Lien Secured Obligations then held by such party) from such proceeds. The Issuers and the Guarantors hereby consent to the foregoing provisions and confirm that the Security Documents are and shall be treated as “Shared Security Documents.” Each Project Credit Party is an express beneficiary of this Section 10.01(b) and the provisions of this Article 12 are qualified in their entirety by Section 10.01(b) may not be amended or modified without the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitationsconsent of each Project Credit Party.
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Collateral Documents. (ai) The due and punctual payment provisions of each of the principal of, premium and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations Collateral Documents create in favor of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders Lenders and the Trustee Noteholders, a legal, valid and pursuant enforceable first priority security interest in all right, title and interest of the Loan Parties in the Collateral described therein, subject only to any Permitted Liens. As of the Effective Date, all Equipment and Inventory (as such terms are defined in the applicable Security Agreement) of the Loan Parties will be kept at, or will be in transit to, the locations set forth on schedules to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor applicable Security Agreement. Each Holder, by accepting a Note, and when financing statements have been filed in the appropriate offices in the jurisdictions corresponding to such locations, when appropriate filings have been made in the U.S. Patent and Trademark Office, and when such other actions as are each beneficial owner of an interest described in a Note, consents and agrees to the terms each of the Collateral Documents (including the provisions providing for the possessionare completed, use, release and foreclosure each of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents shall have created a perfected security interest in all right, title and interest of the First Lien Intercreditor Agreement applicable Loan Party in the Collateral described therein, and except for Permitted Liens existing on the Effective Date and whose priority cannot be superseded by the provisions hereof or of any Collateral Document and filings hereunder or thereunder, a perfected first lien on, and security interest in, all right, title and interest of such Loan Party, as the case may be, in the Collateral described in each Collateral Document.
(ii) Each Mortgage, when delivered will be effective to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant grant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders Lenders and the Trustee Noteholders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein, subject to bankruptcy, insolvency and creditors' right generally, general principles of equity, and limitations or qualifications on the enforcement of certain rights, remedies and waivers by the jurisdiction in which enforcement is sought. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and the formal requirements of state law applicable to the recording of real estate mortgages generally are complied with, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any Permitted Liens and except as noted in the title policies delivered to the Collateral Agent pursuant to
Section 4.1 (xii)(f), shall be subject to a legal, valid, enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of the applicable Loan Party under such Mortgage in all personal property and fixtures covered by such Mortgage, subject to no Liens other than Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Collateral Agent and Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
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Collateral Documents. (a) The due and punctual payment of the principal of, premium of and interest (including Additional Amountson, if any) on the Notes (including, without limitation, any interest which accrues after the commencement of any proceedings under any Debtor Relief Laws with respect to any of the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) 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 (including, without limitation, any interest which accrues after the commencement of any proceedings under any Debtor Relief Laws with respect to any of the Company or any Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the overdue principal of, premium on, if any, and interest interest, on the Notes and any other Note Obligations and performance of all other Obligations of the Company and the Note Guarantors to the Holders of Notes, the Trustee or the Trustee Collateral Agent under this Indenture, the NotesNotes (including, without limitation, the Note Guarantees and Guarantees) or the Collateral Documents, Documents according to the terms hereunder or thereunder, shall be are secured as provided in the Collateral DocumentsSecurity Agreement and the Pledge Agreement, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee Company and the Company hereby acknowledge and agree that Guarantors have entered into simultaneously with the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms execution of this Indenture, and the other Collateral Documents and the First Lien Intercreditor Agreementin effect from time to time. Each HolderHolder of Notes, by accepting a Note, and each beneficial owner of an interest in a Noteits acceptance thereof, consents and agrees to the terms of the Collateral Documents (including including, without limitation, the provisions providing for the possession, use, foreclosure and release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended amended, supplemented or otherwise modified from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes the Collateral Agent and/or the Trustee (as the case may be) to enter into the Collateral Documents and the First Lien Intercreditor Agreement (including Mortgages) and to perform its their obligations and exercise its their rights thereunder in accordance therewith. Subject The Company and the Guarantors will deliver to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Agent pursuant to the Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the next sentence provisions of this Section 12.1the Collateral Documents, to provide assure and confirm to the Notes Trustee and the Collateral Agents Agent the security interest interest, mortgage or other Lien in the Collateral contemplated hereby and/or or by the Collateral Documents or any part thereofDocuments, 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. Subject to The Company and the Applicable Guarantors shall comply with the terms and provisions of the Collateral Limitations, the Company shall, Documents and shall cause the Subsidiaries take, upon request of the Company toTrustee or the Collateral Agent, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) reasonably required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Note Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Partieshereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents)Collateral, in favor of the Notes Collateral Agents Agent for the benefit of the Holders Trustee and the Trustee Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.
(b) To the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue Date.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
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Sources: Indenture (APW Supermarkets, Inc.)
Collateral Documents. (a) The due and punctual payment reaffirmations or execution, as applicable, of the principal ofCanadian Company Security Agreements, premium the U.S. Company Security Agreement the U.S. Company Guaranty and interest (including Additional Amounts, if any) 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 and interest on the Notes and performance of all other Obligations of the Company agreements, instruments and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all documents required to be filed pursuant to delivered on the Closing Date under any of the foregoing Collateral Documents to which such Notes Collateral Agent is a partyDocuments, and will do or cause to be done all such acts and things as may be reasonably required executed by the next sentence of this Section 12.1Companies and the Subsidiaries, in appropriate form for recording, where necessary, together with:
(i) duly executed UCC-1 or equivalent financing statements filed in all jurisdictions necessary to provide to the Notes Collateral Agents perfect the security interest in the Collateral contemplated hereby and/or by the Collateral 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 interests of the Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents for the benefit of the Holders Lenders, and all other filings, registrations and recordings necessary and advisable to perfect the Trustee Liens of the Agents for the benefit of the Lenders in accordance with applicable law, in each case duly executed and filed, registered or recorded;
(ii) written advice relating to such Lien and judgment searches as the Agents shall have requested of the Companies, and duly executed termination statements or other documents in appropriate form for filing, registration or recording as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens.);
(biii) To evidence that all other actions necessary or, in the extent any assets owned reasonable opinion of the Agents or the Lenders, desirable to perfect and protect the first priority security interest created by the Company documents described in this subsection 4.01(d) have been taken, or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior arrangements satisfactory to the Issue Date Agents for the taking of such actions shall have been made;
(iv) funds sufficient to pay any filing or subject to a Lien recording tax or fee in favor connection with any and all UCC-1 financing statements;
(v) evidence that the Applicable Agent has been named as loss payee under all policies of a Notes Collateral Agent that is not perfected casualty insurance, and as additional insured under all policies of liability insurance, required under this Agreement
(vi) flood insurance on or prior terms satisfactory to the Issue Date, the Company Agents and the Note Guarantors shall use their commercially reasonable efforts Lenders;
(vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to enter into Collateral Documents material contracts relating to create such Liens (including all Collateral Documents governed any Collateral, as requested by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture Agents and the Collateral Documents, including the Applicable Collateral Limitations, within 120 days after the Issue DateLenders.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
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Collateral Documents. (a) The due and punctual payment Each Lender authorizes the Agent to enter into each of the principal ofCollateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, premium it being understood and interest (including Additional Amounts, if any) on agreed that such rights and remedies may be exercised solely by 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 and interest on the Notes and performance of all other Obligations of the Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust Agent for the benefit of the Holders holders of Obligations upon the terms of the Collateral Documents.
(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Trustee holders of Obligations any Collateral Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the holders of Obligations.
(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral or release any Guarantor from its obligations under a Guaranty (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of this Agreement or the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c).
(d) Upon any sale and transfer of Collateral or of a Subsidiary which is expressly permitted pursuant to the terms of this IndentureAgreement or any other Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Collateral Documents Agent shall (and is hereby irrevocably authorized by the First Lien Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of CollateralLenders to) and the First Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each Notes Collateral Agent copies of all execute such documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral Agent is a party, and will do or cause to be done all such acts and things as may be reasonably required by necessary to evidence the next sentence release of this Section 12.1, to provide the Liens granted to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Collateral 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. Subject to the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral Agents Agent for the benefit of the Holders Lenders herein or pursuant hereto upon the Collateral that was sold or transferred and release the Trustee subject applicable Guarantor from its obligations under the applicable Guaranty; provided, however, that (i) the Agent shall not be required to no Liens execute any such document on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than Permitted Liens.
the release of such Liens without recourse or warranty, and (bii) To such release shall not in any manner discharge, affect or impair the extent Obligations or any assets owned Liens upon (or obligations of the Borrowers or any Subsidiaries in respect of) all interests retained by the Company Borrowers or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the same time) and have all such Liens and any Liens created but not perfected (including by appropriate filings with the United States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any limitations set forth in this Indenture and the Collateral Documentsrespective Subsidiaries, including (without limitation) the Applicable Collateral Limitationsproceeds of the sale, within 120 days after all of which shall continue to constitute part of the Issue DateCollateral.
(c) Notwithstanding any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral Document to take any action limited by the Applicable Collateral Limitations.
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