Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Agent or the Trustee in any of its capacities hereunder nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters.
Note Security Documents. As of the Closing Date, the Note Security Documents will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Indenture), valid security interests (subject only to Permitted Liens) in the Collateral described therein and proceeds thereof subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, administration. examinership and other similar laws relating to or affecting creditors’ rights generally and equitable principles (whether considered in a proceeding in equity or law), or other applicable Enforceability Exceptions. In the case of the Pledged Certificated Stock (as defined in the U.S. Security Agreement) and Pledged Debt (as defined in the U.S. Security Agreement) described in the Note Security Documents, when stock certificates representing such Pledged Certificated Stock and promissory notes representing such Pledged Debt are delivered to the Collateral Agent duly endorsed in blank, in the case of deposit accounts or securities accounts located in the United States, upon the execution and delivery of control agreements, and in the case of the other Collateral described in the Note Security Documents, when financing statements, particulars and other filings and notifications required on the Closing Date or otherwise in appropriate form are filed in the appropriate offices or notification sent to third parties, the Liens granted pursuant to the Note Security Documents constitute a fully perfected Lien on, and first ranking priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Issuer and the Guarantors in such Collateral and the proceeds thereof, to the extent such Collateral and proceeds can be perfected by such actions, as security for the Convertible Notes subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, administration, examinership and other similar laws relating to or affecting creditors’ rights generally and equitable principles (whether considered in a proceeding in equity or law).
Note Security Documents. The due and punctual payment of the principal of and interest and 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 and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Note Security Documents which the Issuers have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Note Security Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, appoints the Trustee to act as the "Collateral Agent" thereunder and authorizes and directs the Trustee, as the Collateral Agent to enter into the Note Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall provide for a true and complete copy of Amended Credit Agreement to be provided to Trustee and Collateral Agent and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Note Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby, by the Note Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuers shall take, or shall cause their Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Note Security Agreement to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected first priority Lien in and on all the Note Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.
Note Security Documents. The Bank shall have received duly executed and delivered copies of this Agreement (and all exhibits and schedules hereto), the Revolving Credit Note and the Security Credit Agreement, July 31, 1995 - 14 - Chemical Xxxxxx Tank Lines, Inc. Documents, together with all instruments, financing statements and other documents then required to be delivered pursuant to each Security Document, in each instance in form and substance satisfactory to the Bank.
Note Security Documents. The Trustee is authorized and directed to (i) enter into the Note Security Documents (to the extent a party thereto), (ii) bind the Holders on the terms as set forth in the Note Security Documents and (iii) perform and observe its obligations under the Note Security Documents.
Note Security Documents. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Intercompany Notes Document, the consummation of the transactions contemplated hereby, the repayment of any of the Intercompany Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Intercompany Document, or any investigation made by or on behalf of the Canadian Collateral Agent or any other Secured Party. All amounts due under this Section shall be payable on written demand therefor.
Note Security Documents. 53 Section 11.02
Note Security Documents. On the Closing Date, the Company, each Guarantor, the Trustee, the Agent and other parties thereto shall have executed and delivered each of the Notes Security Documents, and the Notes Security Documents shall be in full force and effect, and the Trustee, for the benefit of the holders of the Securities, shall have a valid and perfected security interest in respect of the Collateral securing the obligations of the Company under the Indenture and such security interest of the holders will not be subject to or subordinated to any Liens other than Permitted Liens.
Note Security Documents. (a) Subject to Section 7.01, none of the Collateral Agent or the Trustee nor any of their respective officers, directors, employees, attorneys or agents makes any representations as to and shall not be responsible or liable for the existence, genuineness, value, protection or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the legality, sufficiency, effectiveness, validity, perfection, priority or enforceability of the Liens or any other security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or any defect or deficiency as to any such matters.
Note Security Documents. 11 3.19 Disclosure............................................................ 11 3.20 Solvency.............................................................. 11 3.21
