Notes Collateral and Notes Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes and the Note Guarantees 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 (to the extent permitted by law), on the Notes and the Note Guarantees and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, will be secured as provided in the Notes Security Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral and authorizing the Notes Security Agent to enter into any Notes Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms, or may be entered into after the date hereof, and authorizes and directs the Notes Security Agent to enter into the Notes Security Documents, appoints JPMorgan Chase Bank, N.A., in its capacity as the Notes Security Agent as its collateral agent, and authorizes and empowers the Notes Security Agent to bind the Holders of the Notes as set forth in the Notes Security Documents and the Intercreditor Agreement, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. JPMorgan Chase Bank, N.A., hereby accepts such appointment as the initial Notes Security Agent hereunder and initial collateral agent under the Notes Security Documents. The Issuer will deliver to the Trustee copies of all documents delivered to the Notes Security Agent pursuant to the Notes Security Documents, and the Company will, and will cause each of its Restricted Subsidiaries to, 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 Notes Security Documents, to assure and confirm to the Trustee that the Notes Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Security Interests as contemplated hereby and by the Notes Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Security Interests in and on all the Notes Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. This Section 11.01 shall be subject to the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement.
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Notes Collateral and Notes Security Documents. (a) The Notes and Notes Guarantees shall be secured by first-priority security interests on the Collateral, subject to Permitted Liens and the Intercreditor Agreements, as provided in the Notes Security Documents and will be secured by all Notes Security Documents hereafter delivered as required or permitted by this Indenture, the Notes Security Documents and the Intercreditor Agreements. (b) The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Notes Security Documents and the Intercreditor Agreements. (c) The Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Notes Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of the Secured Parties, and that the Lien of this Indenture and the Notes Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Notes Security Documents and the Intercreditor Agreements and actions that may be taken thereunder. (d) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes and the Note Guarantees 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 (to the extent permitted by law), on the Notes and the Note Guarantees and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, will be are secured as provided in the Notes Security Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral and authorizing the Notes Security Agent to enter into any Notes Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms, or may be entered into after the date hereof, and authorizes and directs the Notes Security Agent to enter into the Notes Security Documents, appoints JPMorgan Chase Bank, N.A., in its capacity as the Notes Security Agent as its collateral agent, and authorizes and empowers the Notes Security Agent to bind the Holders of the Notes as set forth in the Notes Security Documents and the Intercreditor Agreement. (e) Each Holder, as applicableby accepting a Note, shall be deemed to have agreed to all the terms and to perform its obligations and exercise its rights thereunder in accordance therewith. JPMorgan Chase Bank, N.A., hereby accepts such appointment as the initial Notes Security Agent hereunder and initial collateral agent under the Notes Security Documents. The Issuer will deliver to the Trustee copies of all documents delivered to the Notes Security Agent pursuant to the Notes Security Documents, and the Company will, and will cause each of its Restricted Subsidiaries to, 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 Notes Security Documents, to assure and confirm to the Trustee that the Notes Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Security Interests as contemplated hereby and by the Notes Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Security Interests in and on all the Notes Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. This Section 11.01 shall be subject to the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.17 hereof and to have authorized the Trustee and the Notes Collateral Agent to enter into any such Notes Security Document, Intercreditor Agreement or Additional Intercreditor Agreement.. The claims of Holders will be subject to the Intercreditor Agreement and any Additional Intercreditor Agreement entered into in compliance with Section 4.17 hereof. (f) (1) Neither the Issuer nor any U.S. Guarantor will be required to (i) take any action outside the United States to grant or perfect any security interest in any asset located outside of the United States, (ii) execute any security agreement governed by the laws of a jurisdiction other than the United States or (iii) make any intellectual property filing or search in a jurisdiction other than the United States; and (2) subject to the Agreed Security Principles, no Non-U.S. Guarantor will be required to (i) take any action outside its jurisdiction of organization to grant or perfect any security interest in any asset located outside of its jurisdiction of organization, (ii) execute any security agreement governed by the law of a jurisdiction other than its jurisdiction of organization or (iii) make any intellectual property filing or search in a jurisdiction other than its jurisdiction of organization; provided, however, that, subject in all respects to the Agreed Security Principles, to the extent that any 133 EU-DOCS\26039728.6
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Samples: Indenture (Sothebys)
Notes Collateral and Notes Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes and the Note Guarantees 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 (to the extent permitted by law), on the Notes and the Note Guarantees and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, will be are secured as provided in the Notes Security Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral and authorizing the Notes Security Agent to enter into any Notes Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms, or may be entered into after the date hereof, and authorizes and directs the Notes Security Agent to enter into the Notes Security Documents, appoints JPMorgan Chase Bank, N.A., in its capacity as the Notes Security Agent as its collateral agent, and authorizes and empowers the Notes Security Agent to bind the Holders of the Notes as set forth in the Notes Security Documents and the Intercreditor Agreement, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. JPMorgan 151 Chase Bank, N.A., hereby accepts such appointment as the initial Notes Security Agent hereunder and initial collateral agent under the Notes Security Documents. The Issuer will deliver to the Trustee copies of all documents delivered to the Notes Security Agent pursuant to the Notes Security Documents, and the Company will, and will cause each of its Restricted Subsidiaries to, 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 Notes Security Documents, to assure and confirm to the Trustee that the Notes Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Security Interests as contemplated hereby and by the Notes Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Security Interests in and on all the Notes Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. This Section 11.01 shall be subject to the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement.
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Notes Collateral and Notes Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes and the Note Guarantees 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 (to the extent permitted by law), on the Notes and the Note Guarantees and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, will be secured as provided in the Notes Security Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral and authorizing the Notes Security Agent to enter into any Notes Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms, or may be entered into after the date hereof, and authorizes and directs the Notes Security Agent to enter into the Notes Security Documents, appoints JPMorgan Chase Bank, N.A., in its capacity as the Notes Security Agent as its collateral agent, and authorizes and empowers the Notes Security Agent to bind the Holders of the Notes as set forth in the Notes Security Documents and the Intercreditor Agreement, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. JPMorgan Chase Bank, N.A., hereby accepts such appointment as the initial Notes Security Agent hereunder and initial collateral agent under the Notes Security Documents. The Issuer will deliver to the Trustee copies of all documents delivered to the Notes Security Agent pursuant to the Notes Security Documents, and the Company will, and will cause each of its Restricted Subsidiaries to, 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 Notes Security Documents, to assure and confirm to the Trustee that the Notes Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Security Interests as contemplated hereby and by the Notes Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Security Interests in and on all the Notes Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. This Section 11.01 shall be subject to the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement.
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Notes Collateral and Notes Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes and the Note Guarantees 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 (to the extent permitted by law), on the Notes and the Note Guarantees and performance of all other obligations of the Issuer to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, will be are secured as provided in the Notes Security Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Notes Collateral and authorizing the Notes Security Agent to enter into any Notes Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms, or may be entered into after the date hereof, and authorizes and directs the Notes Security Agent to enter into the Notes Security Documents, appoints JPMorgan Chase Bank, N.A., in its capacity as the Notes Security Agent as its collateral agent, and authorizes and empowers the Notes Security Agent to bind the Holders of the Notes as set forth in the Notes Security Documents and the Intercreditor Agreement, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. JPMorgan Chase Bank, N.A., hereby accepts such appointment as the initial Notes Security Agent hereunder and initial collateral agent under the Notes Security Documents. The Issuer will deliver to the Trustee copies of all documents delivered to the Notes Security Agent pursuant to the Notes Security Documents, and the Company will, and will cause each of its Restricted Subsidiaries to, 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 Notes Security Documents, to assure and confirm to the Trustee that the Notes Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Security Interests as contemplated hereby and by the Notes Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Company will take, and will cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations of the Issuer hereunder, a valid and enforceable perfected Security Interests in and on all the Notes Collateral ranking in right and priority of payment as set forth in this Indenture and the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement. This Section 11.01 shall be subject to the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement.
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