Rights in Collateral Clause Samples
Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Document and irrespective of:
(i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Document;
(ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;
(iii) anything contained in any filing or agreement to which Senior Lender or Subordinated Lender now or hereafter may be a party; and
(iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Document.
(b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or not any Insolvency Event has occurred:
(i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created.
(ii) Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and
(iii) Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral.
(c) In exercising rights and remedies with respect to the Collateral, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole business judgment. ...
Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of:
(i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Security Document;
(ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;
(iii) anything contained in any filing or agreement to which the Senior Lender or the Subordinated Lender now or hereafter may be a party; and
(iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Security Document.
(b) So long as the Senior Obligations have not been paid in full and any Senior Security Document remains in effect, whether or not any Insolvency Event has occurred,
(i) the Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and
(ii) the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. For the avoidance of doubt, each party which constitutes the Senior Lender shall have an interest in the Collateral on a pro-rata basis with respect to the principal amounts owed by the Company to each party.
(c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine i...
Rights in Collateral. Debtor has rights in, and the power to transfer, the Collateral. Debtor's right, title and interest in and to the Collateral is free of all adverse claims, liens, security interests and restrictions on transfer or pledge, other than the security interests and restrictions created under, or set forth in, this Agreement, the Purchase Agreement and its schedules and the other Transaction Documents referred to in the Purchase Agreement.
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case Collateral Agent shall, upon written request by Administrative Agent or Indenture Trustee, acting on behalf of the Tranche A Noteholders after a Tranche A Event of Default, subject to Lessee's right of quiet enjoyment pursuant to Section 2 of the Lease Agreement, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 7.14, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is related to a Lease Event of Default, subject to Lessee's rights to purchase the Items of Equipment pursuant to Section 24 of the Lease Agreement, may take possession of all or any part of Lessor Collateral and may exclude Lessor, and, subject to the terms of the Lease Agreement, Lessee, any sublessee and all Persons claiming under any of them wholly or partly therefrom; provided, however, Collateral Agent shall not sell or re-lease the Equipment for a period of thirty (30) days after such Event of Default during which time Lessor, Administrative Agent, Collateral Agent and any Tranche B Lender may remarket the Equipment.
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case Security Trustee and/or Agent shall, upon written request by the Majority Lenders, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 5.11, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is a Loan Event of Default referred to in Section 5.10(a) hereof, any and all of the remedies pursuant to the Equipment Agreement, and may take possession of all or any part of the Collateral and may exclude Obligees, Obligor, any lessee and all Persons claiming under any of them wholly or partly therefrom.
Rights in Collateral. Company represents, warrants and covenants that it has and shall have at all times good and valid title to all of the Collateral, free and clear of all Liens (as such term is defined in that certain Amended and Restated Credit Agreement, dated as of June 17, 2011, by and between Bluefly, Inc. and W▇▇▇▇ Fargo Bank, National Association, as amended, restated or refinanced from time to time (the “Credit Agreement”)), other than (i) Liens in favor of W▇▇▇▇ Fargo Bank, National Association under the Credit Agreement and (ii) Permitted Encumbrances (as such term is defined in the Credit Agreement). Company represents and warrants that this Note creates a valid security interest in the Collateral and, upon the filing of financing statements in the State of Delaware, such security interest shall constitute a perfected lien on and security interest in all Collateral in which a security interest may be perfected by filing a financing statement pursuant to the Uniform Commercial Code (the “UCC”).
Rights in Collateral. Notwithstanding anything to the contrary contained in any Debt Document, and irrespective of: (a) the time, order or method of attachment or perfection of the security interests created hereby; (b) the time, order or filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; and (c) the rules for determining priority under the UCC or any other Law or rule governing the relative priorities of secured creditors, (i) any security interest in any Collateral heretofore or hereafter granted to secure any Senior Secured Obligation shall be secured on an equal and ratable basis and (ii) any security interest in any Collateral heretofore or hereafter granted to secure any Senior Secured Obligation has and shall have priority, to the extent of any unpaid Senior Secured Obligations, over any security interest in such Collateral granted to secure the New Junior Secured Obligation.
Rights in Collateral. Company represents, warrants and covenants that it has and shall have at all times good and valid title to all of the Collateral, free and clear of all Liens (as such term is defined in that certain Credit Agreement, dated as of November 13, 2012, by and among, among others, Bluefly, Inc. and Salus Capital Partners, LLC, as amended, restated or refinanced from time to time (the “Credit Agreement”)), other than (i) Liens in favor of Salus Capital Partners, LLC under the Credit Agreement and (ii) Permitted Encumbrances (as such term is defined in the Credit Agreement). Company represents and warrants that this Note creates a valid security interest in the Collateral and, upon the filing of financing statements in the State of Delaware, such security interest shall constitute a perfected lien on and security interest in all Collateral in which a security interest may be perfected by filing a financing statement pursuant to the Uniform Commercial Code (the “UCC”).”
Rights in Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Senior Loan Documents, the Junior Loan Documents or any other document, filing or agreement (other than this Agreement) related to the creation, attachment, perfection or existence of the Senior Lien or the Junior Lien; (ii) the time, place, order or method of attachment or perfection of the Senior Lien or the Junior Lien; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral or any failure of the Administrative Agent to file or record any financing statement or any continuations thereof under the Uniform Commercial Code or other law of any applicable jurisdiction with respect to the Senior Lien or the Junior Lien and (iv) the rules for determining priority under any law governing the relative priorities of secured creditors, the Senior Lien shall have priority over and be senior and superior to the Junior Lien.
(b) Without limiting the rights of the Senior Creditors under the Senior Loan Documents and as holders of "Senior Debt" and "Designated Senior Debt" under and as defined in the Indenture, so long as this Agreement has not been terminated pursuant to Section 9 below upon the payment in full of the Senior Obligations, and regardless of whether or not the Senior Obligations or the Junior Obligations have been accelerated or any bankruptcy proceeding or similar event or proceeding has been commenced by or against the Company:
Rights in Collateral. If a Loan Event of Default shall have occurred and be continuing, then and in every such case the Administrative Agent shall, upon written request by the Majority Lenders, subject to Lessee's right of quiet enjoyment pursuant to Section 2 of the Lease Agreement, exercise any or all of the rights and powers and pursue any and all of the remedies pursuant to this Section 6.2.1, any and all remedies under the other Security Documents, and any and all remedies available to a secured party under the UCC or any other provision or law and, in the event such Loan Event of Default is related to a Lease Event of Default, subject to Lessee's rights to purchase the Items of Equipment pursuant to Section 24 of the Lease Agreement, may take possession of all or any part of Lessor Collateral and may exclude Borrower, and, subject to the terms of the Lease Agreement and any related Sublease, Lessee, any sublessee and all Persons claiming under any of them wholly or partly therefrom; provided, however, the Collateral Agent shall not sell or re-lease the Equipment for a period of thirty (30) days after such Event of Default during which time any Certificate Holder, the Administrative Agent, the Collateral Agent and any Lender may remarket the Equipment.