Security and Intercreditor Agreement Sample Clauses

Security and Intercreditor Agreement. The relative rights and obligations of Borrower and Lender hereunder and under the Other Agreements are subject to the terms and provisions of the Intercreditor Agreement (so long as it is in effect). To the extent there is any conflict with respect to the Lender's rights of the Borrower's obligations hereuner or under the Other Agreements, on the one hand, and the Intercreditor Agreement on the other hand, the Intercreditor Agreement shall control.
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Security and Intercreditor Agreement. The Company’s Obligations under this Security, the Indenture and the Collateral Documents, and the Subsidiary Guarantors’ Guaranteed Obligations under the Subsidiary Guarantees, the Indenture and the Collateral Documents, are secured as provided in the Indenture and the Collateral Documents, and the Liens securing such Obligations and the enforcement thereof are subject to the Intercreditor Agreement.
Security and Intercreditor Agreement. (a) The Administrative Agent shall have received the Security and Intercreditor Agreement, duly executed by a duly authorized officer of each Loan Party party thereto, and the Appropriate Party shall have received (i) stock certificates representing all of the issued and outstanding shares of Stock (or 65% of the outstanding shares of Stock of each Non-Material Foreign Subsidiary) owned by or on behalf of any Loan Party in any Subsidiary of Arch (other than such thereof that constitutes Existing API Collateral or which, if applicable, is already in the possession of the Escrow Agent and other than any Stock of a PageNet Canadian Subsidiary so long as any PageNet Canadian Loan Document to which it is a party is in effect); (ii) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party (other than such thereof that constitutes Existing API Collateral or which, if applicable, is already in the possession of the Escrow Agent); (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates, promissory notes and other instruments; (iv) results of a search of the Uniform Commercial Code (or equivalent) Liens and Intellectual Property filings made with respect to the Borrower, Arch Connecticut Valley, Inc. (and its predecessors) and Arch Communications Enterprises LLC (and its predecessors), which results shall be satisfactory to the Administrative Agent, together with evidence satisfactory to the Administrative Agent that the Liens disclosed by such search results are permitted by Section 8.2 or have been released, and (v) all instruments and other documents, including UCC-1 financing statements or amendments thereto, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security and Intercreditor Agreement upon the effectiveness thereof.
Security and Intercreditor Agreement. 45 EXHIBITS Exhibit A Borrowing Base Report [Definitions] B Note [Definitions] B-1 Permitted Indebtedness [Definitions] C Places of Business [Definitions] D Security Agreement [Definitions] E States in Which Qualified to do Business [7.1(A)] F Fictitious Names during the Past Seven Years [7.1(B)] G Capital Structure [7.1(H)] H Contracts or Agreements Restricting Borrower's Right to Incur Debt [7.1(J)] I Actions, Suits, Proceedings, or Investigations [7.1(K)] J Pension Plans [7.1(O)] K Compliance Certificate [8.1(Q)] K-1 Permitted Loans [8.2(C)] K-2 Affiliate Transactions [8.2 (D)] L Permitted Liens [8.2(H)] M Legal Opinion (Borrower's General Counsel) [9.1(C)] SECOND AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT is made as of July 14, 1997, by and between FIRST UNION NATIONAL BANK (formerly known as FIRST UNION NATIONAL BANK OF GEORGIA) ("Lender"), a national banking association with an office at 999 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, xxd FRIEXXXX'X XXX. ("Borrower"), a Delaware business corporation, with its chief executive office and principal place of business at 4 Wexx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000.

Related to Security and Intercreditor Agreement

  • Intercreditor Agreement By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, authorize and direct the Trustee and the Collateral Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee or the Collateral Agent as a result of any action taken by the Trustee or the Collateral Agent pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof as are reasonably acceptable to the Trustee and Collateral Agent to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee and the Collateral Agent shall have the benefit of the provisions of Article Ten with respect to all actions taken by it pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

  • Intercreditor Agreement Governs The Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into each intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof, and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of Permitted Other Indebtedness.

  • Intercreditor Agreements The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

  • Security Documents (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties 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 (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

  • Accession to the Intercreditor Agreement The Additional Grantor (a) hereby accedes and becomes a party to the Intercreditor Agreement as a “Grantor”, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) acknowledges and agrees that the Additional Grantor shall have the rights and obligations specified under the Intercreditor Agreement with respect to a “Grantor”, and shall be subject to and bound by the provisions of the Intercreditor Agreement.

  • Termination of Intercreditor Agreement Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

  • Intercreditor Provisions 35 Section 5.01. Financial Security's Direction Upon Servicer Default.................35 Section 5.02. Financial Security's Direction of Insolvency Proceedings.............36

  • Terms Defined in the Intercreditor Agreement For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement:

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

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