Note Security Documents. The Note Security Documents to which the Issuer and each applicable Guarantor will be a party on the Closing Date will, as applicable, (i) have been duly authorized by the Issuer and the Guarantors, (ii) have been duly executed and delivered by the Issuer and the Guarantors, (iii) conform in all material respects to the descriptions thereof contained in each of the Registration Statement and the Final Prospectus and (iv) assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute a valid and binding agreement of the Issuer, enforceable against the Issuer and the Guarantors, as applicable, in accordance with its terms, and, upon delivery of the applicable Note Security Documents to the Collateral Agent (as defined in the Commitment Agreements), the Note Security Documents will be sufficient to create valid security interests in or trusts or mortgages on and liens on the Collateral (as defined in the Commitment Agreements), enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law).
Appears in 2 contracts
Sources: Note Purchase Agreement (DISH Network CORP), Note Purchase Agreement (DISH Network CORP)