Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents. (b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. (c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles: (i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary: (A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or (B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and (ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement. (d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto. (e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders. (f) Each Holder by accepting a Note and each Secured Party hereby: (i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder; (ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and (iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder. (g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement. (h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations benefit of the Company Lenders, a legal, valid and the Guarantors to the Holders, the Agents, enforceable security interest in the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes described therein and the Note Guarantees, according to the terms hereunder or thereunder, are secured proceeds thereof (except as expressly provided in the Security DocumentsGuarantee and Collateral Agreement). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, stock certificates representing such Pledged Stock having been delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, financing statements and other filings specified on Schedule 4.19(a) in appropriate form having been filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement constitutes 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), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Lenders, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person. Schedule 1.1B lists, as of the Security Documents governed by French lawAmendment Effective Date, each Holder by accepting a Note parcel of owned real property located in the United States and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed held by the Collateral Agent, the International Security Agent Borrower or any other Additional Collateral Agent of its Subsidiaries that has a value, in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions reasonable opinion of the Intercreditor AgreementBorrower, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementin excess of $300,000.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Credit Agreement (Mq Associates Inc), Credit Agreement (Mq Associates Inc), Credit Agreement (Mq Associates Inc)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and enforceable security interest in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent described therein and any other Additional Collateral Agent to enter into proceeds thereof. In the Security Documents with the Company without the further consent case of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other Additional Collateral Agent all powers and authorities toapplicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), in their name and on their behalf, accept the terms and conditions of when certificates representing such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation Capital Stock are delivered to the creationAdministrative Agent, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed the other Collateral not described in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting clause (i) constituting personal property described in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French lawAgreement, each Holder by accepting a Note when financing statements and each Secured Party hereby confirms its approval of such Security Documents creating other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form are executed and delivered, performed or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent filed in the name and offices specified on behalf of such Secured PartySchedule 6.19(a), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, for the International Security Agent benefit of the Secured Parties, shall have 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, in each case prior and superior in right to any other Additional Person (except, in the case of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations). Other than as set forth on Schedule 6.16, as of the Closing Date, none of the Capital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.
(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, 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 acting individually) to act as their direct representative (direkter Stellvertreter) case prior and superior in relation right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and all matters enforceable security interest in connection with the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Security DocumentsUCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of Holdings and as agreed to by the Administrative Agent, in excess of $5,000,000.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire), Credit and Guaranty Agreement (Anvilire)
Security Documents. (a) The due and punctual payment Pledge Agreement creates in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International Security Agent or ratable benefit of the Trustee under this IndentureSecured Parties, a legal, valid and enforceable security interest in the Notes Collateral (as defined in the Pledge Agreement) and proceeds thereof and constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto, as applicable, in such Collateral and the Note Guaranteesproceeds thereof, according in each case prior and superior in right to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment The Security Agreement creates in favor of the Collateral Agent Agent, for the ratable benefit of the Secured Parties, a legal, valid and any other enforceable security agent appointed interest in the Collateral (as defined in the Security Agreement) and proceeds thereof, and assuming that financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(b), the Lien created under the terms Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Security Documents and/or Loan Parties in such Collateral and the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement proceeds thereof (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) except insofar as the same may be in effect or may be amended from time to time in accordance with its termsperfection of a Lien on, and authorizes and directs the security interest in, such Collateral Agent and any other Additional Collateral Agentis obtained as described in paragraph (d) below), each acting individually (in each case without further consent, sanction, authority or confirmation from prior and superior in right to any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithother Person.
(c) The Company Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and each Guarantorenforceable Lien on all of the Borrower's right, as applicabletitle and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, willand when the Mortgages are filed in the offices specified on Schedule 4.19(c), the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Properties and the proceeds thereof, in each case, case prior and superior in accordance with the Agreed Security Principles:right to any other Person.
(id) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines The Trademark Security Agreement creates in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies favor of the Collateral Agent or Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Trademark Security DocumentsAgreement) provided by or pursuant to and the Notes Documents (as defined proceeds thereof, and assuming the recordation of such Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the offices specified on Schedule 4.19(d), the Liens created under the Trademark Security Documents) or by law; and/or
(B) to facilitate the realization Agreement constitute a fully perfected Lien on, and security interest in, all right title and interest of the assets which are, or are intended to form part of, Loan Parties in the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company Collateral and the Guarantors hereunder, under proceeds thereof in which a security interest may be perfected by filing in the Notes United States and under the Note Guarantees, a valid its territories and enforceable perfected Lien in and on all the Collateralpossessions, in favor of the Collateral Agent each case prior and superior in right to any other Additional Collateral Agent, each acting individually, for Person (it being understood that subsequent recordings in the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement United States Patent and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company Trademark Office and the Guarantors shall United States Copyright Office may be as provided necessary to perfect a Lien on Schedule V heretoregistered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof).
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the SNC Security Documents with the Company without the further consent Agreement creates in favor of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, for the International ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the SNC Security Agent and/or Agreement) and proceeds thereof, and assuming that financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(e), the Lien created under the SNC Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of SNC in such Collateral, in each case prior and superior in right to any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Credit Agreement (Jefferson Smurfit Corp /De/), Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Jsce Inc)
Security Documents. (a) The due and punctual payment Security Documents are effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest onin the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), Additional Amounts, if anywhen certificates representing such Pledged Stock are delivered to the Administrative Agent, and premium, if any, on in 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations case of the Company and the Guarantors to the Holders, the Agents, the other Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided constituting personal property described in the Security Documents, when financing statements and other filings and registrations specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have 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, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3, and in the case of Pledged Stock, Liens permitted by Section 7.3(a)). As of the Closing Date, none of the Loan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages, by its acceptance if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegationexcept for Liens permitted by Section 7.3), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Teladoc, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment dateLiens permitted by Section 7.3), at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted that such Lien and security interest may be perfected by law) on the Notes and performance taking of all other obligations possession of the Company and the Guarantors to the Holders, the Agents, the such Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes filing of such financing statements and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentsother filings.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)
Security Documents. (a) The due and punctual payment Security Agreement is effective to create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International benefit of the Secured Parties, a legal, valid and binding security interest in the Collateral described therein and proceeds and products thereof. In the case of the certificated Pledged Stock, when any stock or membership certificates representing such certificated Pledged Stock are delivered to the Collateral Agent with a corresponding endorsement, and in the case of the other Collateral described in the Security Agent Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)-1 and such other filings and actions as are specified on Schedule 3 to the Security Agreement are made and taken (which may or the Trustee under this Indenture, the Notes and the Note Guarantees, according may not be required pursuant to the terms hereunder or thereunder, are secured as provided in of the Security DocumentsAgreement), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of ▇▇▇▇ Resorts Holdings and the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Lien (except Senior Permitted Liens). Schedule 4.19(a)-2 lists as of the Amended and Restated Effective Date each UCC Financing Statement that names ▇▇▇▇ Resorts Holdings or any Loan Party as debtor and will remain on file after the Amended and Restated Effective Date.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject the Mortgages is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms benefit of the Security Documents and/or Secured Parties, a legal, valid and binding Lien on, and security interest in, the Intercreditor Agreement and/or Mortgaged Properties described therein and proceeds and products thereof, and when the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachMortgages and related fixture filings are filed in the offices specified on Schedule 4.19(b), an “Additional Collateral Agent”) each such Mortgage shall constitute a fully perfected Lien on, and (ii) the terms security interest in, all of the Security Documents (including Mortgaged Properties and the provisions providing proceeds and products thereof, as security for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsObligations, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from subject only to Permitted Liens and prior and superior in right to any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithother Lien (except Senior Permitted Liens).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Intellectual Property Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith Agreements are effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and binding security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. With respect to domestic Intellectual Property Collateral, upon (i) the filing and recordation of the Intellectual Property Security Agreements in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with payment of all requisite fees and (ii) the filing of financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements have been duly completed and filed by the Collateral Agent in accordance with applicable Requirements of Law) the provisions Intellectual Property Security Agreements shall constitute a perfected Lien on, and security interest in, all right, title and interest of this Indenturethe Loan Parties in the Intellectual Property Collateral and the proceeds and products thereof, as security for the Security DocumentsObligations, the Intercreditor Agreement in each case subject only to Permitted Liens and prior and superior in right to any Additional Intercreditor Agreementother Lien (except Senior Permitted Liens).
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed Control Agreements are effective to create a security benefiting to in favor of the Collateral Agent, for the International Security Agent and/or benefit of the Secured Parties, a legal, valid and binding security interest in the Accounts described therein and proceeds and products thereof. Upon the execution of the Control Agreements, the Control Agreements shall constitute perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Accounts and the proceeds and products thereof, as security for the Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsexcept Senior Permitted Liens).
Appears in 3 contracts
Sources: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Security Documents. (a) The due and punctual payment provisions of this Agreement are effective to create, in favor of Administrative Agent for the benefit of the principal ofSecured Parties, interest a legal, valid and enforceable Lien on, Additional Amountsand security interest in, if anyall of the Collateral described herein, and premium, if any, (i) when financing statements and other filings in appropriate form are filed in the offices set forth on Schedule 9.1.20(a) and (ii) upon the Notes and taking of possession or “control” (as defined in the Note Guarantees when and as UCC) by Administrative Agent of the same Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control 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 (given to Administrative Agent to the extent permitted possession or control by law) on Administrative Agent is required by this Agreement or the Notes other Loan Documents), the Liens created by this Agreement shall constitute fully perfected Liens on, and performance security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other obligations of than Permitted Liens, and prior and superior to all other Liens, other than as expressly permitted under the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Loan Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or Document delivered pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) this Agreement, upon execution and delivery thereof, is effective to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersSecured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Collateral thereunder in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents Document, and any amendment, addendum when all appropriate filings or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action recordings are made in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments appropriate offices as may be necessary required under Applicable Law or appropriate possession or control is conferred to Administrative Agent, as applicable, the Liens created by such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Obligors in order to enable the Collateral Agent and any covered thereby (other Additional than such Collateral Agent, to exercise in which a security interest cannot be perfected under the powers and authorities granted to it hereunder.
(g) Notwithstanding UCC as in effect at the foregoing provisions of Section 11.03(frelevant time in the relevant jurisdiction), in respect each case free of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any all Liens other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Partythan Permitted Liens, and each present or future Holder prior and superior to all other Secured Party authorize Liens, other than as expressly permitted under the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Loan Documents.
Appears in 3 contracts
Sources: Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each caseupon execution and delivery thereof, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith be effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersAdministrative Agent and the Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Collateral Agreement, when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock (as defined in the Collateral Agreement), in accordance the case of the other Collateral described in the Collateral Agreement (other than any Intellectual Property constituting Collateral), when financing statements and other filings in appropriate form are or have been filed in the appropriate offices pursuant to Section 6.12, and, in the case of Intellectual Property constituting Collateral, when financing statements and other filings in appropriate form are or have been filed in the appropriate offices and appropriate filings have been filed with the provisions of this IndentureUnited States Patent and Trademark Office or United States Copyright Office, as applicable, the Security DocumentsCollateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Intercreditor Agreement Loan Parties in such Collateral and any Additional Intercreditor Agreement.
(d) On the Issue Date, proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the obligations of the Company and the Guarantors shall be Obligations (as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and defined in the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(fAgreement), in respect each case prior and superior in right to Liens of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegationexcept, Liens permitted by Section 7.3), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Credit Agreement (Neogen Corp), Credit Agreement (Neogen Corp), Credit Agreement (Garden SpinCo Corp)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as the same shall be due and payablesuperior in right to any other Person (except, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.case of Collateral other than Pledged Stock,
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the Holdersrelevant Secured Parties, a legal, valid and enforceable security interest in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent described therein and any other Additional Collateral Agent to enter into proceeds thereof. In the Security Documents with the Company without the further consent case of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and Capital Stock described in a Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other Additional Collateral applicable jurisdiction, including the PPSA (the “Certificated Securities”), when certificates representing such Capital Stock are delivered to the Administrative Agent all powers and authorities to(provided that, in their name and the case of a jurisdiction outside the United States, applicable law provides for perfection of a lien on their behalf, accept the terms and conditions Certificated Securities by delivery of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related Certificated Securities to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform and (ii) in the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions case of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
other Collateral not described in clause (hi) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees constituting personal property described in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische SicherheitAgreements, when financing statements and other filings, agreements and actions specified on Schedule 3.16(a) that in appropriate form are executed and delivered, performed or filed in the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andoffices specified on Schedule 3.16(a), as the case may be, release the Administrative Agent, for the benefit of the relevant Secured Parties, shall have a fully perfected Lien on, and (subject to security interest in, all right, title and interest of the respective Lien having become enforceable) realize any Loan Parties in such Collateral and the proceeds thereof, as security for itself the relevant Finance Obligations, in each case prior and superior in right to any other Person (except, in the case of Permitted Priority Liens). Other than as direct representative set forth on Schedule 3.16(a), as of the Closing Date, none of the Capital Stock of any Borrower or Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (direkter Stellvertreteras defined in the U.S. Security Agreement).
(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Administrative Agent, for the benefit of the relevant Secured Parties, a legal, valid and enforceable Lien on behalf of each Holder the Mortgaged Properties described therein and of each other Secured Partyproceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each present or future Holder such Mortgage shall constitute a fully perfected Lien on, and other Secured Party authorize security interest in, all right, title and interest of the Collateral AgentLoan Parties in the Mortgaged Properties and the proceeds thereof, as security for the International Security Agent Finance Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Additional Collateral Agent (Person other than holders of Permitted Priority Liens. Schedule 1.1B lists, as of the Closing Date, each acting individually) to act as their direct representative (direkter Stellvertreter) parcel of Material Property located in relation to the United States and held by any and all matters in connection with such Security DocumentsLoan Party.
Appears in 3 contracts
Sources: Amendment No. 2 (JELD-WEN Holding, Inc.), Revolving Credit Agreement (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest on, Additional Amountsin the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and premiumCollateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), if anywhen certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the Notes offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and the Guarantors to the HoldersClosing Date, the Agents, the Collateral Agent, the International Security Agent no Loan Party that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a not Certificated Security.
(b) Each HolderAny Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any Person other Additional Collateral Agent (each acting individually and in each case, than Liens permitted by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementSection 7.3.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Eighth Amendment Agreement (Benefitfocus,Inc.), Senior Secured Revolving Credit Facility (Benefitfocus,Inc.), Credit Agreement (Benefitfocus,Inc.)
Security Documents. (a) The due Subject to the time periods set forth in Schedule 5.2, the Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofLender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and as the same shall be due its territories 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 (possessions pursuant to the extent permitted by law) on UCC or upon the Notes receipt and performance recording of all other obligations of an Intellectual Property Security Agreement with the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent USCRO or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each GuarantorUSPTO, as applicable, will, in each case, prior and superior in accordance with right to any other Person (except, in the Agreed Security Principles:
(i) promptly do all such acts case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or execute all such documents (including assignmentsin the case of Collateral that is Pledged Stock, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced permitted by the Security Documents (Section 7.2 which may include the execution arise by operation of a mortgage, charge, assignment or other Lien over all or any law). Each of the assets which areMortgages delivered after the Closing Date will be, or upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are intended to form part of, filed in the Collateral) or offices for the exercise of any rightsapplicable jurisdictions in which the Mortgaged Properties are located, powers each such Mortgage shall constitute a fully perfected Lien on, and remedies security interest in, all right, title and interest of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) prior and superior in right to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and Person (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens permitted by Section 7.2).
Appears in 3 contracts
Sources: Credit Agreement (Qt Imaging Holdings, Inc.), Credit Agreement (Qt Imaging Holdings, Inc.), Credit Agreement (Edgio, Inc.)
Security Documents. (a) The due and punctual payment Each Vessel Mortgage in favor of the principal ofCollateral Agent executed and delivered on the Closing Date, the Acquisition Closing Date or the Third Restatement Effective Date, as applicable, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest on, Additional Amounts, if anyin and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and premiumwhen the Vessel Mortgages are registered in accordance with (i) the laws of the Bahamas, if any, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Notes Mortgaged Vessels covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Bahamas and (y) a “preferred mortgage” within the Note Guarantees when and meaning of Title 4▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B) or (ii) the laws of the Republic of the M▇▇▇▇▇▇▇ Islands, each Vessel Mortgage shall constitute (x) a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of Collateral Agent for the ratable benefit of the Secured Parties in accordance with the Chapter 3 of the M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseamended, and interest on (y) a “preferred mortgage” within the overdue principal meaning of and interest (to the extent permitted by law) on the Notes and performance of all other obligations Title 46 of the Company and the Guarantors to the HoldersUnited States Code, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 31301(6)(B).
(b) Each HolderThe Collateral Agreement, by its acceptance of a Note, each Subsidiary Guarantor Pledge Agreement and each Secured Party (subject other Security Document specifically listed in the definition of such term is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein. In the case of any Pledged Collateral, when certificates or instruments, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent (together with stock powers or other security agent appointed instruments of transfer duly executed in blank), and, in the case of the other Collateral described in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing statements, other filings or instruments, notices and consents required under the terms laws of any applicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are filed, delivered or otherwise registered or recorded in the proper offices specified in Schedule 3.17, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachDocuments, an “Additional Collateral Agent”) and (ii) in the terms case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsDocuments), and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into for the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any benefit of the assets which areSecured Parties) shall have a fully perfected Lien on, or are intended to form part ofand security interest in, the Collateral) or for the exercise of any rightsall right, powers title and remedies interest of the Loan Parties in such Collateral Agent or and the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as applicable, representing the Pledged Collateral, or the filing of the Company Uniform Commercial Code financing statements and the Guarantors hereunder, other filings and instruments required under the Notes laws of the applicable jurisdiction, in each case prior and under superior in right to any other person (except, in the Note Guarantees, a valid and enforceable perfected Lien in and on all the case of Collateral other than Pledged Collateral, in favor Permitted Liens and Liens having priority by operation of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreementlaw).
(dc) On When the Issue DateCollateral Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf Liens created by the Collateral Agent Agreement shall constitute fully perfected Liens on, and any other Additional Collateral Agentsecurity interests in, acting all right, title and interest of the grantors thereunder in its appointed capacity; and
Patents (iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate defined in order to enable the Collateral Agent Agreement) registered or applied for with the United States Patent and any other Additional Trademark Office or Copyrights (as defined in such Collateral Agent, to exercise Agreement) registered or applied for with the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andUnited States Copyright Office, as the case may be, release and (in each case subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each no Liens other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsthan Permitted Liens.
Appears in 3 contracts
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Security Documents. (a) The due Each Security Document will, upon execution and punctual payment delivery thereof, be effective to create in favor of the principal ofCollateral Agent for the benefit of the Secured Parties, interest legal, valid and enforceable Liens on, Additional Amountsand security interests in, if anythe collateral described therein to the extent intended to be created thereby, and premium, if any, on (1) when financing statements and other filings in appropriate form are filed in each applicable filing office for each applicable jurisdiction and (2) upon the Notes and taking of possession or control by the Note Guarantees when and as the same Collateral Agent of such collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be due and payablegiven to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), whether on an interest payment date, at maturity, the Liens created by acceleration, repurchase, redemption or otherwisethe Security Documents (other than the Mortgages) shall constitute fully perfected first-priority Liens on, and interest on the overdue principal of and interest security interests in (to the extent permitted by law) on the Notes intended to be created thereby), all right, title and performance of all other obligations interest of the Company and the Guarantors grantors in such collateral to the Holders, the Agents, the Collateral Agent, the International Security Agent extent perfection can be obtained by filing financing statements or the Trustee under this Indenturetaking of possession or control, the Notes and the Note Guarantees, according in each case subject to the terms hereunder or thereunder, are secured as provided in the Security Documentsno Liens other than Permitted Liens.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to Upon recording thereof in the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agentappropriate recording office, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents Mortgage is effective to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for its benefit and the benefit of the HoldersSecured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Credit Parties’ right, title and interest in and to the Mortgaged Properties and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the appropriate recording office, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Properties and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the HoldersPerson, other than Permitted Liens.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 3 contracts
Sources: Securities Purchase Agreement (4Front Ventures Corp.), Securities Purchase Agreement (Cannex Capital Holdings Inc.), Securities Purchase Agreement
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and enforceable first priority security interest (subject only to Liens permitted hereunder) in accordance with the provisions of this IndentureCollateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Capital Stock described in the Security Documents, Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the Intercreditor Agreement and any Additional Intercreditor Agreement.
(dmeaning of Section 8-102(a)(15) On the Issue Date, the security for the obligations of the Company and New York UCC or the Guarantors shall be as provided on Schedule V hereto.
corresponding code or statute of any other applicable jurisdiction (e) The Holders and each Secured Party authorize and direct the Trustee and “Certificated Securities”), when certificates representing such Capital Stock are delivered to the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents along with the Company without the further consent instruments of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, transfer in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum blank or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting endorsed to the Collateral Agent, and (ii) the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes described in clause (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(si) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent constituting personal property described in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andoffices specified on Schedule 5.19(a), as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, for the International Security benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the proceeds thereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Obligations, in each case prior and superior in right to any other Additional Person (except, in the case of Liens permitted hereunder). Other than as set forth on Schedule 5.19(a), as of the Restatement Effective Date and after giving effect to the Transactions, none of the Capital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.
(b) Each of the Mortgages delivered pursuant to Section 7.08(b) is, or upon execution and recording will be, effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, 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 Secured Obligations (as defined in the relevant Mortgage), in each acting individually) to act as their direct representative (direkter Stellvertreter) case prior and superior in relation right to any other Person other than holders of Liens permitted under Section 8.02. The UCC fixture filings on form UCC‑1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and all matters enforceable security interest in connection with the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Security DocumentsUCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted under Section 8.02. Schedule 5.19(b) lists, as of the Restatement Effective Date after giving effect to the Transactions, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.
Appears in 3 contracts
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Security Documents. (a) The due and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of Deposit Accounts, when Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 3.17, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, and premium, if any, 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, title and interest on of the overdue principal Loan Parties in such Collateral and, subject to Section 9-315 of and interest (the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in each case to the extent security interests in such Collateral can be perfected by the execution of Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person (except for Liens expressly permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 6.02).
(b) Each HolderThe Mortgages, by its acceptance of a Noteif any, and each Secured Party (subject shall be effective to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Administrative Agent and any other Additional Collateral Agent, each acting individually, (for the benefit of the HoldersSecured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in accordance with and to the provisions of this IndentureMortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
Administrative Agent (d) On the Issue Date, the security for the obligations benefit of the Company Secured Parties) shall have a fully perfected Lien on, and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders security interest in, all right, title and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent interest of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, Loan Parties in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice Mortgaged Property and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documentsextent applicable, subject to the provisions Section 9-315 of the Intercreditor AgreementUniform Commercial Code, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding proceeds thereof, in each case prior and superior in right to any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in Person (other than with respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf rights of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) a Person pursuant to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens expressly permitted by Section 6.02).
Appears in 2 contracts
Sources: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Security Documents. (a) The due and punctual payment provisions of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including whether executed and delivered prior to or on the provisions providing for foreclosure Closing Date or thereafter) are and release will be effective to create in favor of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, for its benefit and the benefit of the Secured Parties, a valid and enforceable security interest in and Lien upon all right, title and interest of each acting individually (Credit Party that is a party thereto in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations the Collateral purported to be pledged, charged, mortgaged or assigned by it thereunder and exercise its respective rights thereunder described therein, and upon (i) the initial Borrowing on the Closing Date, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in accordance therewith.
the jurisdictions specified therein, (ciii) The Company with respect to United States copyright registrations, United States patents and each Guarantorpending patent applications, as applicable, willand United States federal trademark registrations and trademark applications, in each case, the recordation of an appropriately completed Intellectual Property Security Agreement in accordance with the Agreed U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable, (iv) the filing, recording, notification or registration of the applicable Security Principles:
Documents (i) promptly do all such acts or execute all such documents (including assignmentsincluding, transferswithout limitation, mortgages, charges, notices deeds of trust and instructionsassignments) as in or with the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined appropriate local registries in the Security Documents) provided by or pursuant applicable jurisdictions and the giving of notice of an assignment to the Notes Documents debtor, (as defined in v) the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf possession by the Collateral Agent of any certificates evidencing the certificated securities pledged thereby, duly endorsed or accompanied by duly executed stock powers (where applicable), and any other Additional Collateral Agent(vi) the execution and delivery of the account control agreements (where applicable), acting such security interest and Lien shall constitute a fully perfected and first priority security interest in its appointed capacity; and
(iii) undertake and Lien upon such right, title and interest of the applicable Credit Parties, in and to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral AgentCollateral, to exercise the powers extent that such security interest and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or Lien can be perfected by such person(s) as it may nominate) to execute in its name filings, actions, giving of notice and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documentspossession, subject only to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPermitted Prior Liens.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Amsurg Corp), Credit Agreement (Amsurg Corp)
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofCollateral Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations ratable benefit of the Company Secured Parties, a legal, valid and enforceable security interest in the Guarantors Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this IndenturePledge Agreement shall constitute a fully perfected first priority Lien on, the Notes and the Note Guaranteessecurity interest in, according all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject The Security Agreement is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms ratable benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachSecured Parties, an “Additional Collateral Agent”) a legal, valid and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of enforceable security over the Collateral) as the same may be interest in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided by or pursuant and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Notes Documents Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security DocumentsAgreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by law; and/orSection 6.02.
(Bc) to facilitate When the realization Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the assets Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which area security interest may be perfected by filing, recording or are intended registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to form part ofany other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Collateral; andLoan Parties after the Effective Date).
(iid) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents The Mortgages are effective to create, perfectsubject to the exceptions listed in each title insurance policy covering such Mortgage (or, protect and maintain, as security for in the Obligations case of the Company Mortgages with respect to each Mortgaged Property set forth on Schedule 1.01(b) and the Guarantors hereunderidentified with an asterisk, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateralsubject to Permitted Encumbrances), in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents Person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Advance Stores Co Inc), Credit Agreement (Advance Auto Parts Inc)
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofCollateral Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations ratable benefit of the Company Secured Parties, a legal, valid and enforceable security interest in the Guarantors Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this IndenturePledge Agreement shall constitute a fully perfected first priority Lien on, the Notes and the Note Guaranteessecurity interest in, according all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject The Security Agreement is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms ratable benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachSecured Parties, an “Additional Collateral Agent”) a legal, valid and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of enforceable security over the Collateral) as the same may be interest in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided by or pursuant and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Notes Documents Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral other than the Intellectual Property (as defined in the Security DocumentsAgreement), to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by law; and/orSection 6.02.
(Bc) to facilitate When the realization Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the assets Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which area security interest may be perfected by filing, recording or are intended registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to form part ofany other Person other than Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Collateral; andLoan Parties after the Effective Date).
(iid) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents The Mortgages are effective to create, perfectsubject to the exceptions listed in each title insurance policy covering such Mortgage (or, protect and maintain, as security for in the Obligations case of the Company Mortgages with respect to each Mortgaged Property set forth on Schedule 1.01(b) and the Guarantors hereunderidentified with an asterisk, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateralsubject to Permitted Encumbrances), in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents Person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, stock certificates representing such Pledged Stock having been delivered to the Administrative Agent, together with proper endorsements executed in blank and, in the case of the UCC Filing Collateral described in the Guarantee and Collateral Agreement, financing statements specified on Schedule 4.19(a) in appropriate form having been filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement, except as otherwise provided therein, constitutes a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when and proceeds thereof, as security for 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 Obligations (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided defined in the Security DocumentsGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (except Section 7.3(j)).
(b) Each HolderMortgage is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and each Secured Party (subject to Section 7.02(ewhen the Mortgages are filed in the offices specified on Schedule 4.19(b)) consents , such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent Loan Parties in such Mortgaged Properties and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (except Section 7.3(j)). Schedule 1.1 lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Security Documents governed by French lawEffective Date which, each Holder by accepting a Note and each Secured Party hereby confirms its approval as of such Security Documents creating or expressed to create date, has a security benefiting to the Collateral Agentvalue, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions reasonable opinion of the Intercreditor AgreementBorrower, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementin excess of $1,000,000.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Alliance Laundry Systems LLC), Credit Agreement (Alliance Laundry Systems LLC)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the principal ofCollateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Trustee, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, Additional Amountsand security interest in, if anyall right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and premium(ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), if any, on the Notes Lien created under the Guarantee 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 otherwiseCollateral Agreement will constitute a fully perfected Lien on, and security interest on the overdue principal of in, all right, title and interest (of the Loan Parties in such Collateral with respect to the extent which security interests may be perfected by filing UCC financing statements, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 6.02.
(b) Each HolderUpon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Trustee) with the United States Patent and Trademark Office and the United States Copyright Office, by its acceptance of as applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), Lien created under the Guarantee and Collateral Agreement shall constitute a Notefully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agent and any other Agreement) in which a security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same interest may be perfected by such filing in effect or may be amended from time to time in accordance with the United States and its termsterritories and possessions, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other Person, sanctionother than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, authority or confirmation from any party) to enter into trademark and patent applications and registered copyrights acquired by the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithLoan Parties after the Closing Date).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith Mortgages are effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individuallyTrustee, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded or filed, as applicable, in accordance with the provisions of this Indentureoffices specified on Schedule 3.19(c), the Security DocumentsMortgages shall constitute a fully perfected Lien on, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Datesecurity interest in, the security for the obligations all right, title and interest of the Company applicable Loan Parties in such Mortgaged Property and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders proceeds thereof, in each case prior and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents Person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest onin the Collateral described therein and proceeds thereof and (i) in the case of the Pledged Collateral, Additional Amounts, if any, and premium, if any, on upon the Notes and the Note Guarantees earlier of (A) 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 (such Pledged Collateral is delivered to the extent permitted by lawAdministrative Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and (ii) in the Notes and performance case of all other obligations Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Company Secured Parties in such Collateral and proceeds thereof, as security for the Guarantors Obligations, in each case prior and superior to the Holdersrights of any other person (except, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentscase of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02).
(b) Each HolderIntellectual Property Security Agreement is effective to create in favor of the Administrative Agent, by its acceptance for the ratable benefit of the Secured Parties, a Notelegal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the grantors thereunder in the Intellectual Property Collateral Agent and any other proceeds thereof, as security agent appointed under for the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachObligations, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, sanction, authority or confirmation from any party) to enter into trademark applications and copyrights acquired by the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithgrantors after the date hereof).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any Each of the assets which are, or are intended Mortgages is effective to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, in accordance with the provisions of this Indenturea legal, the Security Documentsvalid, the Intercreditor Agreement binding and any Additional Intercreditor Agreement.
(d) On the Issue Dateenforceable Lien on, the and security for the obligations interest in, all of the Company Loan Parties' right, title and interest in and to the Guarantors shall be as provided Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.3.19
Appears in 2 contracts
Sources: Term Loan Agreement (Maxxam Inc), Revolving Credit Agreement (Maxxam Inc)
Security Documents. (a) The due Security Agreement, upon execution and punctual payment delivery thereof by the parties thereto, will create in favor of the principal ofAdministrative Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations ratable benefit of the Company Lenders, a legal, valid and the Guarantors to the Holders, the Agents, enforceable security interest in the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided and the proceeds thereof (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, or pursuant similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), in which a security interest may be created under the New York Uniform Commercial Code as in effect from time to time, and the Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements with appropriate offices, the filings of grants of security in Intellectual Property with the United States Patent and Trademark Office, the execution of appropriate control agreements and the delivery of certificated securities and instruments to the Notes Documents Administrative Agent) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens specified in clauses (b) and (d) of Section 7.2.
(b) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Security DocumentsPledge Agreement) and the proceeds thereof (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by law; and/or
(B) general principles of equity), and, when such Collateral is delivered to facilitate the realization Administrative Agent, together with stock powers duly executed in blank, the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien pledgor thereunder in and on all the such Collateral, in favor each case prior and superior in right to any other Person.
(c) Schedule 4.21 lists completely and correctly as of the Collateral Agent Closing Date all real property owned by the Borrowers and any other Additional Collateral Agent, each acting individually, for their Restricted Subsidiaries and the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreementaddresses thereof.
(d) On the Issue Date, the security for the obligations Schedule 4.21 lists completely and correctly as of the Company Closing Date all real property leased by the Borrowers and their Restricted Subsidiaries and the Guarantors shall be as provided on Schedule V heretoaddresses thereof.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Fortegra Financial Corp), Revolving Credit Agreement (Fortegra Financial Corp)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in the Guarantee and Collateral Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Borrower or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Guarantor that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Once Upon a Farm, PBC), Credit Agreement (Once Upon a Farm, PBC)
Security Documents. (a) The due and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of Deposit Accounts, when Deposit Account Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 3.17, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, and premium, if any, 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, title and interest on of the overdue principal Loan Parties in such Collateral and, subject to Section 9-315 of and interest (the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in each case to the extent security interests in such Collateral can be perfected by the execution of Deposit Account Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person (except, Liens expressly permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 6.02).
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith[Reserved.]
(c) The Company and each GuarantorMortgages, as applicableif any, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith shall be effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Administrative Agent and any other Additional Collateral Agent, each acting individually, (for the benefit of the HoldersSecured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in accordance with and to the provisions of this IndentureMortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
Administrative Agent (d) On the Issue Date, the security for the obligations benefit of the Company Secured Parties) shall have a fully perfected Lien on, and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders security interest in, all right, title and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent interest of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, Loan Parties in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice Mortgaged Property and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documentsextent applicable, subject to the provisions Section 9-315 of the Intercreditor AgreementUniform Commercial Code, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding proceeds thereof, in each case prior and superior in right to any other provisions of this IndenturePerson, each Holder by accepting a Note and each Secured Party hereby agrees in other than with respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf rights of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) a Person pursuant to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens expressly permitted by Section 6.02.
Appears in 2 contracts
Sources: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are to be delivered to the Administrative Agent, in the case of any Securities Account or Deposit Account of the Borrower or Subsidiary Guarantor (as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 6.11 with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement which may be perfected through the filing of a UCC financing statement, when financing statements and other filings (when filed in accordance with Section 6.11) specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to Capital Stock of the Holders, the Agents, the Collateral Agent, the International Security Agent Borrower or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Restricted Subsidiary that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership is a Certificated Security.
(b) Each Holderof the Mortgages, by its acceptance if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected First Priority Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent defined in the name and on behalf of such Secured Partyrelevant Mortgage), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (United Online Inc), Credit Agreement (United Online Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement and Debentures are effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest onin the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in the Guarantee and Collateral Agreement and the Debentures) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), Additional Amounts, if anywhen certificates representing such Pledged Stock are delivered to the Administrative Agent, and premiumin the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement and/or the Debentures, if anywhen financing statements and/or other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), on the Notes and Administrative Agent, for the Note Guarantees when and as benefit of the same Secured Parties, 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 have a fully perfected (to the extent perfection is required under the Loan Documents) 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, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Loan Parties that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Pagaya Technologies Ltd.), First Amendment (Pagaya Technologies Ltd.)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or is effective to create in favor of the Intercreditor Agreement and/or Administrative Agent, for the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor benefit of the holders of Secured Obligations, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Equity Interests pledged under the Pledge Agreement (eachthe “Pledged Stock”), an “Additional when the Administrative Agent obtains control of stock certificates representing the Pledged Stock, and in the case of the Collateral Agent”) described in the Security Agreement, when financing statements and (ii) other filings in appropriate form are or have been filed in the terms appropriate offices, each of the Security Documents (including Agreement and the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsPledge Agreement shall constitute a fully-perfected Lien on, and authorizes security interest in, all right, title and directs interest of the Grantors in such Collateral and the proceeds thereof, to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than the Pledged Stock with respect to which the Collateral Agent and any other Additional Collateral Agenthas control, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithLiens permitted by Section 6.3).
(ca) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any Each of the assets which are, or are intended Mortgages is effective to form part of, the Collateral) or for the exercise of any rights, powers and remedies create in favor of the Collateral Agent or the Secured Parties Mine Collateral Agent (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individuallycase may be), for the benefit of the Holdersholders of Secured Obligations, a legal, valid and enforceable Lien on the mortgaged Properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in accordance with the provisions jurisdiction in which the applicable mortgaged Property is located, and when the Mortgages are or have been filed in the appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of this Indenturethe Loan Parties in such properties and the proceeds thereof, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the as security for the obligations of the Company Secured Obligations, in each case prior and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the HoldersPerson (except for Liens permitted by Section 6.3).
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock 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 in which a Lien can be perfected by the filing of a financing statement, when financing statements specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Group Members in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations (as defined in the Guarantee and as Collateral Agreement), in each case prior and superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by lawSection 8.3 and, in the case of Collateral that constitutes Pledged Stock, Liens described in clauses (a), (i) on the Notes and performance of all other obligations (j) of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentsdefinition of Excepted Liens).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 5.19(b), each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined Group Members in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person (except Liens permitted by Section 8.3). As of the Security Documents governed by French lawRestatement Date, each Holder by accepting no Group Member owns any parcel of real property that has a Note and each Secured Party hereby confirms its approval value in excess of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement$10,000,000.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Metropcs Communications Inc), Credit Agreement (Metropcs Communications Inc)
Security Documents. (a) The due and punctual payment Security Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest onin the Collateral described therein and proceeds and products thereof. In the case of (i) any Capital Stock pledged pursuant to the Security Agreement represented by certificates, Additional Amounts, if any, and premium, if any, (x) when such certificates are delivered to the Administrative Agent or (y) when financing statements in appropriate form are filed in the offices specified on the Notes Perfection Certificate and (ii) 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided described in the Security DocumentsAgreement, when financing statements in appropriate form are filed in the offices specified on the Perfection Certificate have been completed, the Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in each case, prior and superior in right to any other Person (except, with respect to priority only, Permitted Prior Liens and, in the case of collateral constituting Capital Stock, Permitted Equity Liens).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Secured Parties, a Notelegal, valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the recording office designated by the Borrower, each Secured Party (subject to Section 7.02(e)) consents Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Credit Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties described therein and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, proceeds and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproducts thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself than Persons holding Liens or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed other encumbrances or rights permitted by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Partyrelevant Mortgage), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (PetIQ, Inc.), Term Loan Credit Agreement (PetIQ, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest onin the Collateral described therein and proceeds thereof and (i) in the case of the Pledged Collateral, Additional Amounts, if any, and premium, if any, on upon the Notes and the Note Guarantees earlier of (A) 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 (such Pledged Collateral is delivered to the extent permitted by lawAdministrative Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and (ii) in the Notes and performance case of all other obligations Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Company Secured Parties in such Collateral and proceeds thereof, as security for the Guarantors Obligations, in each case prior and superior to the Holdersrights of any other person (except, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentscase of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02).
(b) Each HolderIntellectual Property Security Agreement is effective to create in favor of the Administrative Agent, by its acceptance for the ratable benefit of the Secured Parties, a Notelegal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the grantors thereunder in the Intellectual Property Collateral Agent and any other proceeds thereof, as security agent appointed under for the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachObligations, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, sanction, authority or confirmation from any party) to enter into trademark applications and copyrights acquired by the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithgrantors after the date hereof).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any Each of the assets which areMortgages is effective to create in favor of the Administrative Agent, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies ratable benefit of the Collateral Agent or Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Secured Parties (as defined Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization offices specified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, grantors thereof in such Mortgaged Property and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the CollateralObligations, in favor of the Collateral Agent each case prior and superior in right to any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance person (except with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreementrespect to Liens expressly permitted by Section 6.02).
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Maxxam Inc), Term Loan Agreement (Maxxam Inc)
Security Documents. (a) The due and punctual payment Each Security Document is effective to create in favor of the principal ofCollateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest on, Additional Amounts, if any, in the Collateral described therein and premium, if any, on proceeds thereof to the Notes fullest extent permitted under applicable law. In the case of the Pledged Collateral described in a Security Document 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 and interest (to the extent permitted by law) on appropriate in the Notes and performance of all other obligations of the Company and the Guarantors applicable jurisdictions, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Holders, the Agents, the Collateral Agent, and in the International case of the other Collateral described in such Security Agent or Document (other than Intellectual Property (as defined in the Trustee under this IndentureCollateral Agreement)), the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured except as otherwise provided in the Security DocumentsCollateral Agreement, when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens).
(b) Each HolderWhen the Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office or the Trademark Registry of the Puerto Rico Department of State, and, with respect to Collateral in which a security interest cannot be perfected by its acceptance such filings, upon the proper filing of a Notethe financing statements referred to in paragraph (a) above, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under (for the terms benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachSecured Parties) shall have a fully perfected Lien on, an “Additional Collateral Agent”) and (ii) the terms security interest in, all right, title and interest of the Security Documents (including Loan Parties thereunder in the provisions providing for foreclosure Intellectual Property filed with the United States Patent and release Trademark Office and the United States Copyright Office or the Trademark Registry of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsPuerto Rico Department of State, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to the Lien of any other person, sanctionexcept for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office or the Trademark Registry of the Puerto Rico Department of State may be necessary to perfect a Lien on registered trademarks and patents, authority or confirmation from any party) to enter into trademark and patent applications and registered copyrights acquired by a Loan Party after the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithClosing Date).
(c) The Company Mortgages executed and each Guarantor, as applicable, will, in each case, in accordance with delivered after the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or Closing Date pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) Section 5.10 will be, effective to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, (for the benefit of the HoldersSecured Parties) a legal, valid and enforceable Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof (to the extent feasible in the applicable jurisdiction), and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title, and interest of the applicable Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof (to the extent feasible in the applicable jurisdiction), in accordance with each case prior and superior in right to the provisions Lien of this Indentureany other person, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreementexcept for Permitted Liens.
(d) On Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the Issue Datecontrary, (i) other than to the extent set forth in a pledge agreement (if any), neither Parent nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security for interest in any Equity Interests of any Subsidiary, or as to the obligations rights and remedies of the Company Agents or any Lender with respect thereto, under foreign law and (ii) to the Guarantors shall be as provided on Schedule V hereto.
extent any provision of this Agreement or Collateral Agreement excludes any assets from the scope of the Collateral (eincluding any Excluded Property) The Holders and each Secured Party authorize and direct (the Trustee and “Non-Collateral”), or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent for the benefit of the Secured Parties (the “Requirements”), the representations, warranties and covenants made by any Loan Party (including with respect to any of its Subsidiaries) in this Agreement or in any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is shall be deemed not to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), apply to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Non-Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsRequirements.
Appears in 2 contracts
Sources: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)
Security Documents. (a) The due Guarantee and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (Collateral Agreement is effective to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof as required thereby. In the case of (i) Pledged Equity Interests represented by certificates, (x) when such certificates are delivered to the Collateral Agent or (y) when financing statements in appropriate form are filed in the offices specified on Schedule 3.16(a), (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.16(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, (iii) the Deposit Accounts and Securities Accounts, when Account Control Agreements have been executed by the parties contemplated thereby and (iv) any Mortgage executed and delivered in accordance with the provisions of this IndentureSections 5.12 or 5.13 (if any), when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.12 or 5.13, the Security DocumentsLien created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Intercreditor Agreement Loan Parties in such Collateral and any Additional Intercreditor Agreement.
(d) On the Issue Dateproceeds and products thereof, the as security for the obligations of Secured Obligations (as defined in the Company Guarantee and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(fAgreement), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) prior and superior in right to execute any other Person (except, with respect to priority only, Permitted Prior Liens and, in its name and on its behalf such Security Documents (the case of collateral constituting Equity Interests, Permitted Equity Liens), in each case, if to the extent such Security Document is to Lien can be executed perfected by the Collateral Agentdelivery of such collateral, the International Security Agent filing of any UCC financing statements or execution and delivery of any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementaccount control agreements.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (B. Riley Financial, Inc.)
Security Documents. (a) The due Except with respect to any Foreign Intellectual Property, the Guarantee and punctual payment Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the principal ofCollateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest onin the Collateral (as defined in the Guarantee and Collateral Agreement) (except, Additional Amountsas to enforcement, if anyas may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and premiumother similar laws relating to or affecting creditors’ rights generally (other than the provisions of the United States Bankruptcy Code conferring hypothetical lien creditor status upon a bankruptcy trustee), if any, on the Notes general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and the Note Guarantees proceeds thereof and (i) when the Pledged Equity Interests (as defined in the Guarantee and as the same shall be due Collateral Agreement 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 (to the extent permitted by lawa certificate represents such interests) on the Notes and performance of all other obligations of the Company and the Guarantors are delivered to the Holders, the Agents, the Collateral Agent, the International Security Agent or Lien created under the Trustee Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Group Member in such Pledged Equity Interests, in each case prior and superior in right to any other Person (subject to non-consensual Liens permitted under this IndentureSection 8.3 imposed by any Requirement of Law), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 5.19(a), the Notes Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Note GuaranteesLoan Parties in such Collateral (other than Intellectual Property), according in each case prior and superior in right to any other Person, in each case, other than with respect to Liens expressly permitted by Section 8.3. In connection with Collateral consisting of deposit accounts, the terms hereunder applicable Loan Party has taken all actions necessary or thereunder, are secured as provided in desirable to establish the Security DocumentsCollateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over such accounts.
(b) Each HolderUpon the recordation of one or more Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, by its acceptance of a Noteas applicable, together with the financing statements in appropriate form filed in the offices specified on Schedule 5.19(a), the Lien created under the Guarantee and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment Collateral Agreement in favor of the Collateral Agent and any other security agent appointed under for the terms ratable benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachSecured Parties, an “Additional Collateral Agent”) shall constitute a fully perfected Lien on, and (ii) the terms security interest in, all right, title and interest of the Security Documents (including Loan Parties in Collateral consisting of the provisions providing for foreclosure and release of Intellectual Property in which a security over the Collateral) as the same interest may be perfected by filing in effect or may be amended from time to time in accordance with its termsthe United States, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other Person (other than with respect to Liens permitted by Section 8.3) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, sanctionas applicable, authority may be necessary to perfect a Lien on registered United States trademarks and patents, United States trademark and patent applications or confirmation from any party) to enter into United States registered copyrights acquired or created by the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithLoan Parties after the date hereof).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith form of Mortgage will be effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed, with appropriate changes to comply with requirements in the applicable jurisdiction, in accordance with the provisions of this Indentureapplicable offices, the Security Documentssuch Mortgage shall constitute a fully perfected Lien on, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Datesecurity interest in, the security for the obligations all right, title and interest of the Company applicable Loan Party in such Mortgaged Property and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders proceeds thereof, in each case prior and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents Person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 8.3.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Gogo Inc.), Credit Agreement (Gogo Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when and proceeds thereof, as security for the same shall be due and payableObligations, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest in each case (i) to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent required herein or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and (ii) prior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3 and except as otherwise not required under the Loan Documents). As of the Closing Date, none of the Capital Stock of any Group Members (other than any Immaterial Subsidiary) that is a limited liability company or partnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior in right to any other Person (other than Liens permitted pursuant to Section 7.3).
(c) Each of the Company and the Guarantors hereunderUK Security Documents will be, under the Notes and under the Note Guaranteesupon execution, a valid and enforceable perfected Lien in and on all the Collateral, effective to create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersSecured Parties legal, valid and enforceable Liens which those UK Security Documents purport to create and, when such UK Security Documents are filed or registered, as applicable, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security offices for the obligations applicable jurisdictions in which the assets secured by those UK Security Documents are located, those Liens will be valid, effective and enforceable. The Liens created by the UK Security Documents have or will, upon execution, have first ranking priority and are not subject to any prior ranking or pari passu ranking Liens (other than Liens permitted by Section 7.3). No restriction or condition of law or any agreement exists or applies to the ability of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent applicable Loan Parties to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) transfer or grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to interest in or charge the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementCollateral.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Kaltura Inc), Credit Agreement (Kaltura Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in the Guarantee and Collateral Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a) to the Disclosure Letter, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when and proceeds thereof, as security for the same shall be due and payableObligations, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent a security interest may be perfected by such filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Loan Parties that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Security Documents. (a) The due and punctual payment Each of the principal ofPledge Agreements is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest onin the Pledged Stock described therein and proceeds thereof and, Additional Amounts, if any, and premium, if any, on when the Notes and stock certificates representing 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 and interest (Pledged Stock described therein are delivered to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually (in each case without further consentsuch Pledge Agreement shall constitute a fully perfected first priority Lien on, sanctionand security interest in, authority or confirmation from any party) to enter into the Security Documents all right, title and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any interest of the assets which are, or are intended to form part of, relevant pledgor in such Pledged Stock and the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company relevant Pledge Agreement), in each case prior and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien superior in and on all the Collateral, right to any other Person.
(b) The Borrowers Security Agreement is effective to create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, and when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(b), the Borrowers Security 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 Borrowers Security Agreement), in accordance each case prior and superior in right to any other Person, other than with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreementrespect to Liens expressly permitted by Section 7.3.
(dc) On Each Mortgage, when executed and delivered by the Issue Daterelevant Loan Party, shall be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof, and when each Mortgage is filed in the office(s) specified on Schedule 4.19(c), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Property and the proceeds thereof, as security for the obligations of Obligations (as defined in the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (Person, other than with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, respect to Liens expressly permitted by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementSection 7.3.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Kirklands Inc), Credit Agreement (Kirklands Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a) to the Disclosure Letter, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Capital Stock of any Group Member that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and Person (subject only to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens expressly permitted by Section 7.3).
Appears in 2 contracts
Sources: Credit Agreement (Stitch Fix, Inc.), Credit Agreement (Stitch Fix, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International Security Agent or ratable benefit of the Trustee under this IndentureSecured Parties, the Notes a legal, valid and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided enforceable security interest in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsGuarantee and Collateral Agreement) provided and the proceeds thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or pursuant similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and except with respect to any additional actions and documents that need to be entered into that are required under foreign law (with respect to any Equity Interests of a Foreign Subsidiary or assets or property located in a foreign jurisdiction) to create a legal, valid and enforceable security interest and (i) when the Notes Documents original Pledged Collateral (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, Guarantee and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French lawalong with any necessary transfer documents or instruments, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting is delivered to the Collateral Agent, the International Security Agent and/or Lien created under 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 Pledged Collateral, in each case prior and superior in right to any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents Person (in each case, if such Security Document is other than (y) Liens on cash collateral permitted pursuant to Section 6.02(xiv) and (z) non-consensual Liens permitted under Section 6.02(iv)), and (ii) (A) for Collateral with respect to which a security interest may be executed perfected only by possession or control, upon the taking of possession or control by the Collateral AgentAgent of such Collateral, (B) when financing statements in appropriate form are filed in the International Security Agent offices specified on Schedule 3.18(a), (C) the actions described in clause (i) above with respect to Pledged Collateral and (D) upon taking (1) any other perfection action as may be required under the UCC or any other Additional Collateral Agent in the name applicable law and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with (2) any other rightsaction (including creation action) as may be required under foreign law, powers the Lien on the Collateral created under the Guarantee and discretions which are incidental thereto Collateral Agreement will constitute a fully perfected Lien on, and to give a good discharge for any moneys payable under such Security Documentssecurity interest in, subject to the provisions all right, title and interest of the Intercreditor AgreementLoan Parties in such Collateral (other than federally registered copyrights) in which a security interest may be perfected pursuant to Article 9 of the UCC, the Pari Passu Intercreditor Agreement and/or in each case prior and superior in right to any Additional Intercreditor Agreementother Person, other than with respect to Liens permitted by Section 6.02.
(hb) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect Upon the recordation of the Security Documents governed by Swiss law which provide for an accessory Lien fully-executed Guarantee and Collateral Agreement (akzessorische Sicherheit) that or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Copyright Office, the International Security Agent Lien created under 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 the federally registered Copyrights (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States, in each case prior and superior in right to any other Additional Collateral Agent Person, other than with respect to Liens permitted by Section 6.02 (each acting individually) shall hold and administer and, as it being understood that subsequent recordings in the case United States Copyright Office may be, release and (subject be necessary to perfect a Lien on registered copyrights acquired by the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize Loan Parties after the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsdate hereof).
Appears in 2 contracts
Sources: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofCollateral Agent a legal, valid and enforceable security interest onin the Collateral (as defined in the Pledge Agreement) and, Additional Amounts, if any, and premium, if any, 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 and interest (such Collateral is delivered to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this IndenturePledge Agreement shall constitute a fully perfected first priority Lien on, the Notes and the Note Guaranteessecurity interest in, according all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject The Security Agreement is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent a legal, valid and any other enforceable security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be interest in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Notes Documents (as defined Uniform Commercial Code or other applicable law in the Security Documents) or such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by law; and/orSection 6.02.
(Bc) to facilitate Each Mortgage, when duly executed and delivered by the realization of the assets which arerelevant Loan Party, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents be effective to create, perfect, protect and maintain, as security for subject to the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien exceptions listed in and on all the Collateraleach title insurance policy covering such Mortgage, in favor of the Collateral Agent Agent, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(c), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Additional Collateral AgentPerson, each acting individually, for the benefit of the Holders, in accordance other than with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Imc Global Inc), Credit Agreement (Imc Global Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest can be perfected by filing under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations (as defined in the Guarantee and as Collateral Agreement), in each case prior and superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 7.3).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Lenders, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person. Schedule 1.1B lists, as of the Security Documents governed by French lawClosing Date, each Holder by accepting a Note parcel of owned real property and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to leasehold interest in real property located in the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent United States and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed held by the Collateral Agent, the International Security Agent Borrower or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementits Subsidiaries.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Loral Space & Communications Inc.), Credit Agreement (Loral Space & Communications Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest on, Additional Amountsin the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and premiumCollateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), if anywhen certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the Notes offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and the Guarantors to the HoldersClosing Date, the Agents, the Collateral Agent, the International Security Agent no Loan Party that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is not a Certificated Security.
(b) Each HolderAny Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegationexcept as expressly provided by Section 7.3), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp)
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrower or any other Subsidiary (other than the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation - Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries owned by Holdings, the Borrower or any Domestic Subsidiary and, when the Pledged Stock, together with duly executed stock transfer powers, is delivered to the Administrative Agent (or, as applicable in the case of Capital Stock of Foreign Subsidiaries, the requisite filings or registrations are made), the Pledge Agreement will constitute a fully perfected first priority Lien on, Additional Amountsand security interest in, if anyall right, and premium, if any, 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, title and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company pledgors thereunder in such Pledged Stock, in each case prior and the Guarantors superior in right to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each HolderThe Security Agreement is effective to create in favor of the Administrative Agent, by its acceptance for the ratable benefit of the Secured Parties, a Notelegal, valid and enforceable security interest in the Collateral subject thereto (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement, the Security Agreement will constitute a fully perfected Lien on, and each Secured Party (security interest in, all right, title and interest of the grantors thereunder in such Collateral, to the extent contemplated therein and subject to Section 7.02(e)) consents and agrees (i) to the appointment 9-315 of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsUniform Commercial Code, and authorizes and directs the Collateral Agent and any other Additional Collateral Agentproceeds thereof, each acting individually (in each case without further consentprior and superior in right to any other Person, sanctionother than with respect to Permitted Liens, authority or confirmation from it being understood that the Borrower and its Subsidiaries shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents on any party) property to enter into the Security Documents and extent that the grant of such Lien is prohibited by a Service Contract created prior to perform its respective obligations and exercise its respective rights thereunder in accordance therewiththe Closing Date.
(c) The Company and each Guarantor, as applicable, will, Intellectual Property Security Agreement is effective to create in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any favor of the assets which areAdministrative Agent, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral Agent or the Secured Parties (as defined in the Intellectual Property Security Documents) provided Agreement), and when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement and the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Intellectual Property Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by or the Loan Parties after the date hereof), other than with respect to the rights of Persons pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor AgreementPermitted Liens.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Cash Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Existing Subordinated Notes Cash Collateral Agreement and/or any Additional Intercreditor Agreement.
and each Control Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Cash Collateral Account, the Existing Subordinated Notes Cash Collateral Account and the Dividend/CapEx Funding Account, respectively, and, commencing 90 days after the Closing Date, each other deposit account of a Loan Party (h) Notwithstanding including without limitation, the CapEx Funding Account if and when created), which security interest constitutes a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such accounts to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other provisions of this IndenturePerson, each Holder by accepting a Note and each Secured Party hereby agrees in other than with respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsPermitted Liens.
Appears in 2 contracts
Sources: Credit Agreement (Service America of Texas Inc), Credit Agreement (Volume Services America Holdings Inc)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and enforceable security interest in accordance the Collateral described therein and proceeds thereof. Upon execution and delivery and (x) upon the filing of financing statements under the UCC and/or the giving of notice of the assignment contained therein in the case of the Assignments of Freights and Hires and the Assignments of Insurances and the recording of the respective Ship Mortgages with the provisions of this IndentureHong Kong Shipping Register with respect to the vessels registered under the Hong Kong flag, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date and (y) upon the filing, (1) for each Mortgaged Vessel Guarantor owning vessels registered under the Hong Kong flag, with the Hong Kong Companies Registry and (2) for each Mortgaged Vessel Guarantor owning vessels that is incorporated in the British Virgin Islands, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations Registry of Corporate Affairs of the Company and British Virgin Islands, of the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the relevant Security Documents with within five (5) weeks after the Company without the further consent date of the Holders.
(f) Each Holder by accepting a Note execution and delivery thereof, each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each will create in favor of the Administrative Agent for the benefit of the Secured Party hereby confirms its approval Parties (i) in the case of such Security Documents creating or expressed other than the Ship Mortgages, a duly perfected first priority security interest in and liens on the Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in order to create a or perfect such security benefiting interests or to permit the Collateral AgentAdministrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by to the extent possible to create and perfect such person(ssecurity interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of the Ship Mortgages, a valid, binding and duly perfected first priority mortgage lien covering the respective Mortgaged Vessel on which it purports to create such mortgage lien enforceable against each Mortgaged Vessel Guarantor a party thereto as it may nominate) to execute in its name and on its behalf such Security Documents (security for the performance of the obligations secured thereby, in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject pursuant to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementapplicable law pertaining to such Ship Mortgages.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Navios Maritime Midstream Partners LP)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Borrower or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Guarantor that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date (if any) will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Sprinklr, Inc.), Credit Agreement (Sprinklr, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofLender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and as the same shall be due its territories 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 (possessions pursuant to the extent permitted by law) on UCC or upon the Notes receipt and performance recording of all other obligations of an Intellectual Property Security Agreement with the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent USCRO or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each GuarantorUSPTO, as applicable, will, in each case, prior and superior in accordance with right to any other Person (except, in the Agreed Security Principles:
(i) promptly do all such acts case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or execute all such documents (including assignmentsin the case of Collateral that is Pledged Stock, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced permitted by the Security Documents (Section 7.2 which may include the execution arise by operation of a mortgage, charge, assignment or other Lien over all or any law). Each of the assets which areMortgages delivered after the Closing Date will be, or upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are intended to form part of, filed in the Collateral) or offices for the exercise of any rightsapplicable jurisdictions in which the Mortgaged Properties are located, powers each such Mortgage shall constitute a fully perfected Lien on, and remedies security interest in, all right, title and interest of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) prior and superior in right to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and Person (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens permitted by Section 7.2).
Appears in 2 contracts
Sources: Credit Agreement (CalAmp Corp.), Credit Agreement (CalAmp Corp.)
Security Documents. (a) The due and punctual payment Security Documents are effective to create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International Security Agent or benefit of the Trustee under this IndentureLenders, a legal, valid and enforceable security interest in the Notes Collateral described therein and proceeds thereof. In the Note Guarantees, according to case of the terms hereunder or thereunder, are secured as provided certificated securities described in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject when stock certificates representing such securities are delivered to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent (together with properly completed and any other security agent appointed under signed stock power or endorsement), and in the terms case of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional other Collateral Agent”) and (ii) the terms of described in the Security Documents (including other than Collateral in which a security cannot be perfected by the provisions providing for foreclosure and release of security over filings specified on Schedule 4.21(a)), when financing statements specified on Schedule 4.21(a) in appropriate form are filed in the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsoffices specified on Schedule 4.21(a), and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents shall constitute a fully perfected Lien on, and to perform its respective obligations security interest in, all right, title and exercise its respective rights thereunder interest of the Loan Parties in accordance therewith.
(c) The Company such Collateral and each Guarantorthe proceeds thereof, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or security for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties Obligations (as defined in the Security Documents) provided by or pursuant ), in each case prior and superior in right to the Notes Documents any other Person (as defined except, in the Security Documents) or case of Collateral other than certificated securities, Liens permitted by law; and/orSection 7.2).
(Bb) to facilitate the realization Each of the assets which areMortgages, when filed or are intended recorded, is or will be in form sufficient to form part ofcreate in favor of the Collateral Agent, for the Collateral; and
(ii) takebenefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and will cause any when the Mortgages are filed in the offices where such Mortgaged Properties are located and, if required, mortgage registry tax is paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of its respective Subsidiaries to take any the Loan Parties in the Mortgaged Properties and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegationother than for Liens permitted by Section 7.2), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Omnibus Amendment (AV Homes, Inc.), Credit Agreement (AV Homes, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent, in the case of any deposit accounts, when control agreements have been executed with respect to such deposit accounts, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.18(a)-1 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds and products thereof, as security for the same shall Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 3.18(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be due and payable, whether terminated on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (prior to the extent permitted by law) Closing Date; and on the Notes and performance of all other obligations of the Company and the Guarantors or prior to the HoldersClosing Date, the Agents, Borrower will have delivered to the Collateral Administrative Agent, or caused to be filed, duly completed UCC termination statements, authenticated by the International Security Agent or the Trustee under this Indenturerelevant secured party, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentsrespect of each such UCC Financing Statement.
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages are filed or recorded in the offices specified on Schedule 3.18(b) (in the case of Mortgages to be executed and delivered pursuant to Section 4.1(a)(iii)) or in the office designated by its acceptance the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10), each Mortgage shall constitute a Notefully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties described therein and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, proceeds and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproducts thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself than Persons holding Liens or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed other encumbrances or rights permitted by the Collateral Agent, relevant Mortgage or the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured PartyLoan Documents), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (GNC Acquisition Holdings Inc.), Credit Agreement (General Nutrition International Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with stock powers endorsed to the Administrative Agent or in blank, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)-1, (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations (as defined in the Guarantee and as Collateral Agreement), in each case prior and superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by lawSection 6.3). Schedule 3.19(a)-2 lists each UCC Financing Statement (other than any naming the Administrative Agent as secured party) that (i) names any Loan Party as debtor and (ii) will remain on file after the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsAmendment/Restatement Effective Date.
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Lenders, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and, each such Mortgage, as filed in the offices specified on Schedule 3.19(b), shall constitute a fully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security DocumentsPerson, subject only to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder Liens and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentspermitted by Section 6.3.
Appears in 2 contracts
Sources: Revolving Credit Agreement (B&g Foods Inc), Term Loan Agreement (B&g Foods Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any 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, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations (as defined in the Guarantee and as Collateral Agreement), in each case prior and superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 7.3).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by its acceptance of the Borrower, each Mortgage shall constitute a Notefully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties described therein and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage). Schedule 1.1B lists, as of the Security Documents governed by French lawClosing Date, each Holder by accepting a Note parcel of owned Real Property and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to leasehold interest in Real Property located in the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent United States and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed held by the Collateral Agent, the International Security Agent Borrower or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementits Subsidiaries.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hudson Pacific Properties, Inc.), Credit Agreement (Hudson Pacific Properties, Inc.)
Security Documents. (a) The due and punctual payment Each Pledge Agreement is effective to ------------------ create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Lenders and other secured parties named therein, a legal, valid and enforceable security interest in that portion of the Collateral described therein and proceeds thereof and, when such Collateral is delivered to the Administrative Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes pledgors thereunder in such Collateral and the Note Guarantees when proceeds thereof, in each case prior 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 (superior in right to the extent permitted by law) on the Notes and performance of all any other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsPerson.
(b) Each HolderSecurity Agreement is effective to create in favor of the Administrative Agent, by its acceptance for the ratable benefit of the Lenders and other secured parties named therein, a Notelegal, valid and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment enforceable security interest in that portion of the Collateral Agent described therein and any other proceeds thereof and, when financing statements in appropriate form as filed in the offices specified in the Perfection Certificates, such Security Agreement shall constitute a fully perfected Lien on, and security agent appointed under the terms interest in, all right, title and interest of the Security Documents and/or grantors thereunder in such Collateral and the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachproceeds thereof, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other Person, sanctionto the extent provided in such Security Agreement, authority or confirmation from any party) other than with respect to enter into the Security Documents and rights of Persons pursuant to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.Liens expressly permitted by Section 8.3. -----------
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith Mortgages are effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the ratable benefit of the HoldersLenders and other secured parties named therein, a legal, valid and enforceable Lien on all of the right, title and interest of the grantor named therein in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in the Perfection Certificates, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the such grantor in such Mortgaged Property and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents Person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.8.3. -----------
Appears in 2 contracts
Sources: Credit Agreement (Radio One Inc), Credit Agreement (Radio One Inc)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) The Security Agreement is effective to the appointment create in favor of the Collateral Agent for its benefit and any other security agent appointed under the terms benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) security interests in the Pledged Collateral (as defined in the Security DocumentsAgreement) provided by or pursuant and (ii) (x) when financing statements in appropriate form are filed in the offices specified on Schedule 7 to the Notes Documents Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Security Agreement shall constitute a fully perfected Second Priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than the Intellectual Property Collateral (as defined in the Security DocumentsAgreement)) to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by law; and/orpossession or control by the Collateral Agent, in each case prior and superior in right to any other Person, other than any holder of Permitted Liens. Without limitation to the foregoing, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or Second Priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof (other than the First Lien Collateral Agent). Prior to the satisfaction of the Discharge Conditions, the representations made in this Section 3.20(a) with respect to possession or control of any Collateral by the Collateral Agent shall be deemed to refer to the possession or control of such Collateral by the First Lien Collateral Agent (holding for the benefit of the Collateral Agent).
(Bb) When the filings in clause (ii)(x) of Section 3.20(a) are made and when the Security Agreement (or a short form security agreement substantially in the form of Exhibit 6, Exhibit 7 or Exhibit 8, as applicable, to facilitate the realization Security Agreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Second Priority Lien on, and security interest in, all right, title and interest of the assets Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which area security interest may be perfected by such filing, recording or are intended registration (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to form part ofperfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Collateral; andLoan Parties after the Closing Date).
(iic) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause Each Mortgage (when such Mortgage is filed in the Security Documents offices identified in the local counsel opinion delivered with respect thereto) is effective to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) Second Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 3.20(c) (or, in the case of any Mortgage executed and delivered after the date hereof in accordance with the provisions of this IndentureSections 5.10 and 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), the Security DocumentsMortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Intercreditor Agreement Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any Additional Intercreditor Agreementother Person, other than Permitted Encumbrances.
(d) On Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Issue DateCollateral Agent, the security for the obligations benefit of the Company Secured Parties, legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) Second Priority Liens on, and security interests in, all of the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders Loan Parties’ right, title and each Secured Party authorize interest in and direct the Trustee and to the Collateral Agent thereunder, and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant when all appropriate filings or recordings are made in the Collateral Agent appropriate offices as may be required under applicable law and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf upon the taking of possession or control by the Collateral Agent and any other Additional of such Collateral Agent, acting in its appointed capacity; and
(iii) undertake with respect to execute such powers of attorney or other instruments as which a security interest may be necessary perfected only by possession or appropriate in order control (which such possession or control shall be given to enable the Collateral Agent and to the extent required by any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(fSecurity Document), such Security Document will constitute a fully perfected Lien on (subject to any exceptions set forth in respect such Security Document), and security interests in, all right, title and interest of the Security Documents governed Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens. Prior to the satisfaction of the Discharge Conditions, the representations made in this Section 3.20(d) with respect to possession or control of any Collateral by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval the Collateral Agent shall be deemed to refer to the possession or control of such Security Documents creating or expressed to create a security benefiting to Collateral by the First Lien Collateral Agent (holding for the benefit of the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest onin the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, Additional Amountswhen stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative Agent (assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a jurisdiction other than the State of New York, if anythe law of such other jurisdiction will govern perfection), and premiumin the case of the other Collateral described in the Guarantee and Collateral Agreement, if anywhen financing statements and other filings specified on Schedule 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 3(a) to the Guarantee and Collateral Agreement, 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 and interest (to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, 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), in each case prior and superior in right to any other Person (except Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 7.03).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Lenders, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein, and each Secured Party (subject to Section 7.02(e)) consents and agrees (iwhen the Mortgages are filed in the offices specified on Schedule 3(b) to the appointment Guarantee and Collateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainMortgaged Properties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except as permitted by Section 7.03). Schedule 1.01(c), which lists each parcel of real property in the United States owned in fee simple by Holdings or any of its Subsidiaries as of the Company Closing Date, shall include a sub-heading for “Mortgaged Properties”.
(c) Each of the UK Guarantee and Debenture and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, UK Share Charge are effective to create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersLenders, a legal, valid and enforceable security interest in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent described therein and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent proceeds thereof. Upon completion of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release registration required by Section 395 of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed Companies Act in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f)England or, in respect of any real estate mortgages, H.M. Land Registry and (ii) the Security Documents governed by French law, each Holder by accepting a Note perfection requirements specified in the UK Guarantee and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral AgentDebenture, the International Security Agent and/or UK Guarantee and Debenture and the UK Share Charge shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the relevant Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined therein), in each case prior and superior in right to any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegationexcept Liens permitted by Section 7.03), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Appleton Papers Inc/Wi), Credit Agreement (Paperweight Development Corp)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest on, Additional Amountsin the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and premiumCollateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), if anywhen certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the Notes offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on Section 7.3 which are non-consensual permitted Liens, permitted purchase money Liens, or the Notes and performance interests of all other obligations lessors under capital leases). As of the Company and the Guarantors to the HoldersClosing Date, the Agents, the Collateral Agent, the International Security Agent no Loan Party that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a not Certificated Security.
(b) Each HolderAny Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, except Liens permitted by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions Section 7.3 which are incidental thereto and to give a good discharge for any moneys payable non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementcapital leases).
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Fitbit Inc), Senior Secured Credit Agreement (Fitbit Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest on, Additional Amountsin the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and premiumCollateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), if anywhen certificates representing such Pledged Stock together with applicable endorsements are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the Notes offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and the Guarantors to the HoldersClosing Date, the Agents, the Collateral Agent, the International Security Agent no Loan Party that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each HolderAny Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Everyday Health, Inc.), Credit Agreement (Everyday Health, Inc.)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and enforceable security interest in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent described therein and any other Additional Collateral Agent to enter into proceeds thereof. In the Security Documents with the Company without the further consent case of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other Additional Collateral Agent all powers and authorities toapplicable jurisdiction, in their name and on their behalf, accept the terms and conditions of when certificates representing such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation Capital Stock are delivered to the creationAdministrative Agent, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect case of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the other Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes not described in clause (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(si) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent constituting personal property described in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, when financing statements and other filings, agreements and actions specified on Schedule 3.15(a) in appropriate form are executed and delivered, performed or filed in the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andoffices specified on Schedule 3.15(a), as the case may be, release the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and (subject to security interest in, all right, title and interest of the respective Lien having become enforceable) realize any Loan Parties in such Collateral and the proceeds thereof, as security for itself the Obligations, in each case prior and superior in right to any other Person (except, in the case of Permitted Priority Liens). Other than as direct representative set forth on Schedule 3.15(a), as of the Closing Date, none of the Capital Stock of any Borrower, Tower LLC or Company Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (direkter Stellvertreteras defined in the Security Agreement).
(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on behalf of each Holder the Mortgaged Properties described therein and of each other Secured Partyproceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each present or future Holder such Mortgage shall constitute a fully perfected Lien on, and other Secured Party authorize security interest in, all right, title and interest of the Collateral AgentLoan Parties in the Mortgaged Properties and the proceeds thereof, as security for the International Security Agent Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Additional Collateral Agent (Person other than holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each acting individually) to act as their direct representative (direkter Stellvertreter) Material Property located in relation to the United States and held by any and all matters in connection with such Security DocumentsLoan Party.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest on, Additional Amountsin the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, if any, described in the Guarantee and premiumCollateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and the other actions, if any, set forth on Schedule 3 to the Notes Guarantee and Collateral Agreement have been taken, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior 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 (superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. As of the Guarantors to the HoldersClosing Date, the Agents, the Collateral Agent, the International Security Agent no Loan Party that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each HolderAny Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and Person (subject to the respective Lien having become enforceableLiens permitted by Section 7.3(a), (e), (f), (g), (h) realize any such Collateral for itself and as direct representative or (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsr).
Appears in 2 contracts
Sources: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any 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, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings and actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when and as the same shall be due and payableproceeds thereof (other than Deposit Accounts, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent that there are no control agreements with respect thereto), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 7.3).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and each Secured Party (subject Mortgage shall constitute, or shall continue to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantorconstitute, as applicable, willa fully perfected Lien on, in each caseand security interest in, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignmentsright, transfers, mortgages, charges, notices title and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any interest of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties described therein and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateralrelevant Mortgage), in favor of the Collateral Agent each case prior and superior in right to any other Additional Collateral AgentPerson (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage), each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant in the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release case of the security granted thereunder;
Mortgages to be executed and delivered on the Effective Date, when such Mortgages and the related fixture filings, if any, are filed in the offices specified on Schedule 4.19(b), (ii) undertake in the case of any Mortgage to ratify be executed and approve all activities performed delivered pursuant to Section 6.10(b), when such Mortgages and the related fixture filings, if any, are filed in their name and on their behalf the recording office designated by the Collateral Agent Borrower and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect case of the Security Documents governed by French lawMortgages executed and delivered prior to the Effective Date, upon the filing of the Mortgage Assignments and Mortgage Amendments in the appropriate recording office with respect to such Mortgage. Schedule 1.1B lists, as of the Effective Date, each Holder by accepting a Note parcel of owned real property and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to leasehold interest in real property located in the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent United States and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed held by the Collateral Agent, the International Security Agent Borrowers or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementtheir Subsidiaries.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofCollateral Agent, as pledgee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest onin the Pledge Agreement Collateral described in the Pledge Agreement and, Additional Amountsupon the filing of UCC-1 Financing Statements in the required jurisdictions (which filings have been made or, if anythis representation and warranty is made on any date occurring prior to the tenth Business Day following the Closing Date will be made within ten Business Days following the Closing Date), and premium, if any, on the Notes and the Note Guarantees when and as the same Pledge Agreement 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 (to the extent required by the Pledge Agreement) constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledge Agreement Collateral and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens expressly permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 6.02.
(b) Each HolderThe Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Security Agreement Collateral described therein, and, when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement, the Security Agreement will (to the extent required by its acceptance of the Security Agreement) constitute a Notefully perfected Lien on, and each Secured Party (security interest in, all right, title and interest of the grantors thereunder in such Security Agreement Collateral and, to the extent contemplated therein and subject to Section 7.02(e)) consents and agrees (i) to the appointment 9-315 of the Collateral Agent and any other security agent appointed under Uniform Commercial Code, the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachproceeds thereof, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other person, sanction, authority or confirmation from any partyother than with respect to Liens expressly permitted by Section 6.02. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to enter into the Security Documents Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to perform its respective obligations the Security Agreement, will create, a perfected security interest in the United States trademarks and exercise its respective rights thereunder patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in accordance therewithU.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States copyrights covered by the Security Agreement.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith Mortgages are effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, and when the Mortgages are filed in the offices specified on the schedules thereto and when financing statements in appropriate form are filed in the offices specified on the schedules thereto, each Mortgage will constitute an enforceable mortgage Lien on, and fully perfected security interest in, all right, title and interest of the Loan Parties in the Mortgaged Property subject thereto and, to the extent contemplated therein and subject to ss. 9-315 of the Uniform Commercial Code, the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Graham Packaging Holdings Co), Credit Agreement (Graham Packaging Holdings Co)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (Collateral Agreement is effective to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of the Pledged Stock described in the Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement) (which delivery shall be made to the Administrative Agent to the extent delivery is required by the Collateral Agreement), and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form are filed in the offices specified on Schedule 3.18(a), the Collateral Agreement will constitute a fully perfected Lien on, and security interest in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in accordance with each case prior and superior in right to any other Person (except, in the provisions case of Collateral other than Pledged Stock, Liens permitted by this IndentureAgreement). In the case of Collateral consisting of Intellectual Property described in the Collateral Agreement, when filings are made as described above and in the United States Patent and Trademark Office and the United States Copyright Office, the Security DocumentsCollateral Agreement will constitute a valid perfected Lien on, and security interest in, all right, title and interest of the Intercreditor Agreement Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any Additional Intercreditor other Person (except Liens permitted by this Agreement).
(db) On When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the Issue DateAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally. In the case of Collateral described therein constituting certificated securities, when such certificated securities are delivered to the Administrative Agent (which delivery shall be made to the Administrative Agent to the extent delivery is required by such Foreign Pledge Agreement) and the other actions, if any, specified in such Foreign Pledge Agreements are taken, such Foreign Pledge 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 of the Company Obligations, in each case prior and the Guarantors shall be as provided on Schedule V heretosuperior in right to any other Person (except Liens permitted by Section 6.02).
(ec) The Holders and Upon recording thereof in the appropriate recording office, each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
Mortgages (fif any) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, is effective to create in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release favor of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Administrative Agent, acting in its appointed capacity; and
(iii) undertake to execute for the benefit of the Lenders, a legal, valid and enforceable Lien on the mortgaged properties described therein and proceeds thereof, except as such powers of attorney enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other instruments as may be necessary or appropriate in order to enable the Collateral Agent laws affecting creditors’ rights generally and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions general principles of the Intercreditor Agreementequity, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementregardless of whether considered in a proceeding in equity or at law.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Burger King Holdings Inc), Credit Agreement (Burger King Holdings Inc)
Security Documents. (a) The due and punctual payment provisions of the principal ofU.S. Security Agreement (when executed and delivered by all parties thereto) are effective to create in favor of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest onin all right, Additional Amounts, if anytitle and interest of the U.S. Credit Parties in all of the Security Agreement Collateral described therein, and premium, if any, on when proper UCC financing statements have been filed in the Notes and appropriate filing offices against each U.S. Credit Party and/or the Note Guarantees when and as Collateral Agent has obtained “control” (within 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 (to the extent permitted by law) on the Notes and performance of all other obligations meaning of the Company UCC) of the Core Deposit Accounts and the Guarantors to the Holders, the AgentsDB Accounts thereunder, the Collateral Agent, for the International benefit of the Secured Creditors, shall have a perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein of such U.S. Credit Party to the extent such security interest can be perfected by filing a UCC financing statement under the UCC or, with respect to the Core Deposit Accounts or DB Accounts, by the Collateral Agent or having “control”, subject to no other Liens other than Permitted Liens (it being understood that the Trustee under this Indenture, the Notes and the Note Guarantees, according Permitted Liens described in Section 10.01(s) are subject to the terms hereunder or thereunder, are secured as provided in of the Security DocumentsIntercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding).
(b) Each Holder, by its acceptance of a Note, The Canadian Security Agreement and each Secured Party other Security Document governed by Canadian law (subject when executed and delivered by all parties thereto) are effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under for the terms benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachSecured Creditors, an “Additional Collateral Agent”) a legal, valid and (ii) the terms enforceable security interest in all right, title and interest of the Security Documents (including Canadian Credit Parties in all of the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsCollateral described therein, and authorizes and directs when proper filings have been made in the Collateral Agent and any other Additional appropriate filing offices against each Canadian Credit Party, the Collateral Agent, each acting individually (for the benefit of the Secured Creditors, will have a perfected security interest in each case without further consentall right, sanctiontitle and interest in all of the Collateral described therein of such Canadian Credit Party, authority or confirmation from any party) to enter into the Security Documents and extent such security interest can be perfected by making such filings under the PPSA, subject to perform its respective obligations and exercise its respective rights thereunder in accordance therewithno other Liens other than Permitted Liens.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be security interests created under or evidenced the U.S. Pledge Agreement (when executed and delivered by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or parties thereto) are intended effective to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individuallyas Pledgee, for the benefit of the HoldersSecured Creditors, a legal, valid and enforceable security interest in accordance with the provisions of this Indentureall right, the Security Documents, the Intercreditor Agreement title and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations interest of the Company U.S. Credit Parties in all of the Pledge Agreement Collateral described therein, and when proper UCC financing statements have been filed in the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and appropriate filing offices against each Secured U.S. Credit Party authorize and direct the Trustee and and/or the Collateral Agent and any other Additional Collateral Agent to enter into has obtained “control” (within the Security Documents with the Company without the further consent meaning of the Holders.
(fUCC) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant of the Pledge Agreement Collateral thereunder, the Collateral Agent and any other Additional for the benefit of the Secured Creditors shall have a perfected security interest in all Pledge Agreement Collateral Agent all powers and authorities to, described in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation U.S. Pledge Agreement to the creation, perfection, maintenance, enforcement, administration and release of extent such security interest can be perfected by filing a UCC financing statement under the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf UCC or by the Collateral Agent and having “control” of such Pledge Agreement Collateral, subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(s) are subject to the terms of the Intercreditor Agreement at any other time that Permitted Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney Secured Indebtedness is outstanding). No filings or other instruments as may be necessary or appropriate recordings are required in order to enable perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral Agent and any under the U.S. Pledge Agreement other Additional Collateral Agent, than with respect to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval that portion of such Security Documents creating or expressed to create Pledge Agreement Collateral constituting a security benefiting to “general intangible” under the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementUCC.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Abl Credit Agreement (Ciena Corp), Abl Credit Agreement (Ciena Corp)
Security Documents. (a) The due and punctual payment provisions of the principal ofSecurity Documents are effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties a legal, interest onvalid and enforceable Lien in all right, Additional Amounts, if any, and premium, if any, 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, title and interest on of each Loan Party party thereto in the overdue principal of and interest (“Collateral” described therein, subject to the extent any Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 8.3.
(b) Each Holder, by its acceptance of a NoteWhen any stock certificates representing Pledged Collateral are delivered to the Administrative Agent, and proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices in the jurisdictions listed in Schedule 5.16, the Pledge Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of each Secured Loan Party (party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith8.3.
(c) The Company and each GuarantorWhen proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices in the jurisdictions listed in Schedule 5.16, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created security interest granted under or evidenced by the Security Documents (which may include the execution of Agreement shall constitute a mortgageperfected first Lien on, chargeand security interest in, assignment or other Lien over all or any right, title and interest of the assets which are, or are intended to form part of, Borrower and those Loan Parties party thereto in the Collateral) or for the exercise of any rights, powers and remedies portion of the Collateral Agent or the Secured Parties (as defined “Collateral” described therein that consists of assets included in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors Borrowing Base hereunder, under the Notes and under the Note Guaranteeswhich can be perfected by such filing, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and subject to any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor AgreementPermitted Borrowing Base Liens.
(d) On the Issue DateWhen an Account Control Agreement has been entered into with respect to each Pledged Account, the Security Agreement shall constitute a perfected first Lien on, and security for the obligations interest in, all right, title and interest of the Company Loan Party thereto in the portion of the “Collateral” described therein that consists of Pledged Accounts, prior and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security DocumentsPerson, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPermitted Cash Management Liens.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior 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 (superior in right to any other Person to the extent such Lien can be perfected by such actions or filings (except, in the case of Collateral other than Pledged Stock, Liens permitted by law) on Section 7.3 to have priority over the Notes and performance of all other obligations Lien of the Company and Administrative Agent). As of the Guarantors to Closing Date, none of the HoldersBorrower, the AgentsIntermediate Holdings, the Collateral Agent, the International Security Agent Holdings or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Guarantor that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a not Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent Loan Parties in the Mortgaged Properties and any other the proceeds thereof, as security agent appointed under for the terms of Obligations (as defined in the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachrelevant Mortgage), an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from prior and superior in right to any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithother Person.
(c) The Company PC Documents delivered by any PC Entity to any Loan Party pursuant to this Agreement are (or, to the extent executed after the Closing Date, shall, upon execution and delivery thereof, be) effective to create in favor of each Guarantorapplicable Loan Party, a legal, valid and enforceable first priority security interest in the Collateral (as applicabledefined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, willand (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Loan Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Loan Party to the extent required by any PC Document), the Liens created by each such PC Document will constitute perfected Liens on all right, title and interest of such Loan Party in such Collateral (or such similarly defined term), in each case, in accordance with the Agreed Security Principles:
free and clear of all Liens (i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect other than the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security PC Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement).
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Airsculpt Technologies, Inc.), Credit Agreement (Airsculpt Technologies, Inc.)
Security Documents. (a) The due and punctual payment Subject to the entry of the principal of, interest on, Additional Amounts, if any, DIP Orders and premium, if any, subject to any restrictions arising 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations account of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Borrower’s or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured any Subsidiary’s status as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed “debtor” under the terms of Bankruptcy Code, the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time are effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and enforceable security interest in accordance the Collateral described therein and proceeds thereof. When stock certificates representing Collateral are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the provisions case of this Indenturethe other Collateral (other than the Mortgages described below), when financing statements are filed in the appropriate offices, the Security DocumentsDocuments shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Intercreditor Agreement Credit Parties in such Collateral (to the extent such Collateral can be perfected by the actions described above) and any Additional Intercreditor Agreement.
(d) On the Issue Dateproceeds thereof, the as security for the obligations DIP Obligations, in each case prior and superior in right to any other Person (subject only to Permitted Liens). Each of the Company Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Mortgaged Properties and the Guarantors shall be proceeds thereof, as provided on Schedule V hereto.
(e) The Holders security for the DIP Obligations, in each case prior and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and Person (subject only to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsPermitted Liens).
Appears in 2 contracts
Sources: Restructuring Support Agreement (Warren Resources Inc), Restructuring Support Agreement (Warren Resources Inc)
Security Documents. Each Borrower shall, and shall cause each of its Material Subsidiaries to, execute and deliver to the Administrative Agent on behalf of the Lenders to secure the Obligations, the following documents to be in form and substance satisfactory to the Administrative Agent and the Credit Facility Lenders:
(a) The due unconditional and punctual payment unlimited guarantee of Osprey GP, each other Material Subsidiary, Amalco I and Nominee in respect of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.Obligations;
(b) Each Holdergeneral security agreements creating a first priority security interest, by its acceptance subject only to Permitted Liens, in all of a Notethe personal property, assets and undertaking of each Borrower (including Bidco, as and from the Bidco Effective Date), Amalco I, Nominee and each Secured Party Material Subsidiary (subject to Section 7.02(e)) consents and agrees (i) a deed of hypothec to the appointment same effect in respect of Bidco, as and from the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.Bidco Effective Date);
(c) The Company debenture of Osprey LP and each GuarantorMaterial Subsidiary creating a first fixed charge, subject only to Permitted Liens, on all of its owned and leasehold real property together with a related debenture delivery or pledge agreement;
(d) assignment of all property and business interruption insurance policies;
(e) specific assignments of certain contracts by Osprey LP and each Material Subsidiary, acknowledged by all parties to such contracts;
(f) pledges of shares, intercompany indebtedness and all other ownership interests of each Subsidiary of the Borrowers and each Material Subsidiary;
(g) subordination and/or inter-creditor agreement in respect of all Permitted Subordinated Debt;
(h) pledge of all of the Securities of Osprey LP and Osprey GP, and of the Fund (as applicable, will, in each case, in accordance with and from the Agreed Security Principles:Bidco Effective Date);
(i) promptly do pledge of all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise Securities of any rights, powers Amalco I and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the CollateralNominee; and
(iij) takesuch other security as the Credit Facility Lenders may reasonably require, and will cause including revisions to any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to createforegoing security, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do soif necessary, to take reflect any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf uncertificated securities held by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderapplicable pledgor.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Quebecor Media Inc), Credit Agreement (Quebecor Media Inc)
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofCollateral Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations ratable benefit of the Company Secured Parties, a legal, valid and enforceable security interest in the Guarantors Collateral (as defined in the Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Holders, the Agents, the Collateral Agent, the International Security Agent or Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Trustee under this Indenturepledgor thereunder in such Collateral, the Notes in each case prior and the Note Guarantees, according superior in right to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject The Security Agreement is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms ratable benefit of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachSecured Parties, an “Additional Collateral Agent”) a legal, valid and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of enforceable security over the Collateral) as the same may be interest in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided by or pursuant and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Notes Documents Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Documents) or Agreement)), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by law; and/orthe Security Agreement.
(Bc) to facilitate When the realization Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the assets Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which area security interest may be perfected by filing, recording or are intended registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to form part ofany other Person, other than with respect to the Collateral; andrights of Persons pursuant to Liens expressly permitted by the Security Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof).
(iid) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents Each Mortgage is effective to create, perfect, protect and maintain, as security for subject to the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien exceptions listed in and on all the Collateraleach title insurance policy covering such Mortgage, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.18(d), such Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents Person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake Persons pursuant to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or Liens expressly permitted by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.Mortgage. 74 69
Appears in 2 contracts
Sources: Credit Agreement (Marketing Services Inc), Credit Agreement (American Media Operations Inc)
Security Documents. (a) The due and punctual payment Each Security Document is effective to create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, on Collateral Agent for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations benefit of the Company Secured Parties specified therein, a legal, valid and enforceable security interest and Lien in the Guarantors 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 Holders, the Agents, the Collateral Agent, and in the International Security Agent or case of the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided other Collateral described in the Security Documents, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, as security for the Obligations referred to therein, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock (which may be subject to Liens for certain Statutory Prior Claims), Liens permitted by Section 8.3). As of the Second Restatement Date, there are no Statutory Prior Claims that encumber any Pledged Stock, except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the Capital Stock of Canada’s Wonderland Company prior to its amalgamation with 3147010 Nova Scotia Company.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject the Mortgages is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise benefit of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed or registered in the Security Documents) provided by or pursuant to offices specified on Schedule 5.19(b), each such Mortgage shall create a fully perfected Lien on, and security interest in, all right, title and interest of the Notes Documents (as defined Loan Parties in the Security Documents) or by law; and/or
(B) to facilitate Mortgaged Properties and the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person, except Liens permitted by Section 8.3. Schedule 1.1 lists, as of the Security Documents governed by French lawSecond Restatement Date, each Holder by accepting a Note site of owned real property and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and leasehold interest in each case, real property held by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent Cedar Fair LP or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementits Subsidiaries.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (Each Security Document is effective to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, (for the benefit of the HoldersSecured Parties) a legal, valid and enforceable security interest in the Collateral to the extent described therein and that a security interest in such Collateral can be created under the UCC (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law). As of the Effective Date, in accordance with the provisions case of this Indenture, the Pledged Collateral described in the Security DocumentsAgreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the applicable Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting Document are delivered to the Collateral Agent, and in the International case of the other Collateral described in the Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs Agreement when financing statements are filed in the Collateral Agentapplicable filing offices, the International Security Agent and any other Additional Collateral Agent (each acting individually for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Encumbrances or as otherwise permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent a security interest in such Collateral can be created under the UCC, as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case, by itself or by such person(s) as it may nominate) case prior and superior in right to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or Lien of any other Additional Collateral Agent in the name and on behalf of such Secured PartyPerson (except Permitted Encumbrances), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(hb) Notwithstanding any other provisions of this IndentureWhen the Security Agreement or a short form thereof is filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, each Holder as applicable, and, with respect to Collateral in which a security interest cannot be perfected by accepting a Note and each Secured Party hereby agrees in respect such filings, upon the proper filing of the Security Documents governed by Swiss law which provide for an accessory Lien financing statements referred to in clause (akzessorische Sicherheita) that the Collateral Agentabove, the International Security Agent and any other Additional Collateral Agent (each acting individuallyfor the benefit of the Secured Parties) shall hold have a fully perfected Lien on, and administer andsecurity interest in, as all right, title and interest of the Loan Parties thereunder in the United States registered trademarks and United States issued patents, United States trademark and patent applications and United States registered copyrights and exclusive licenses of United States registered copyrights, in each case may be, release prior and (subject superior in right to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent Person, except for Permitted Encumbrances (each acting individually) it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to act as their direct representative (direkter Stellvertreter) in relation to perfect a Lien on registered trademarks and issued patents, trademark and patent applications and registered copyrights and exclusive licenses of registered copyrights acquired by the Loan Parties after the Effective Date or any and all matters in connection with such Security DocumentsU.S. intent-to-use trademark applications that are no longer after the Effective Date, deemed Excluded Property).
Appears in 2 contracts
Sources: Credit Agreement (Integrated Device Technology Inc), Credit Agreement (Integrated Device Technology Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement and each other Security Document is effective to create in favor of the principal ofCollateral Agent, for the benefit of the Secured Parties, a valid security interest on, Additional Amounts, if any, in the Collateral described therein and premium, if any, 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 and interest proceeds thereof (to the extent permitted by law) on a security interest can be created therein under the Notes and performance of all other obligations Uniform Commercial Code). In the case of the Company Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Guarantors Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the HoldersCollateral Agent), and in the Agentscase of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Collateral Agent, for the International Security Agent or benefit of the Trustee under this IndentureSecured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Notes Loan Parties in such Collateral and the Note Guaranteesproceeds thereof, according as security for the Obligations, in each case prior and superior in right to the terms hereunder or thereunderany other Person (except Liens permitted by Section 7.3), are secured as provided subject, however, in the Security Documentscase of any Pledged Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law.
(b) Each Holder, by its acceptance of a Note, and each Secured Party the Mortgages (subject if any) is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms benefit of the Security Documents and/or Secured Parties, a valid Lien on the Intercreditor Agreement and/or Mortgaged Properties described therein and proceeds thereof, and when the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachMortgages are filed in the offices specified therein, an “Additional Collateral Agent”) each such Mortgage shall constitute a fully perfected Lien on, and (ii) the terms security interest in, all right, title and interest of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect each case prior and superior in right to any other Person (except Liens permitted by Section 7.3). Schedule 4.19(b) lists, as of the Security Documents governed by French lawClosing Date, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementMaterial Real Property.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (2U, Inc.), Credit Agreement (2U, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a) to the Disclosure Letter, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Capital Stock of any Group Member that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and Person (subject only to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens expressly permitted by Section 7.3).
Appears in 2 contracts
Sources: Credit Agreement (Fastly, Inc.), Credit Agreement (Stitch Fix, Inc.)
Security Documents. (a) The due Each Mortgage, when executed and punctual payment of delivered by the principal ofrelevant Loan party, interest and properly filed and recorded (with all required filing and recording fees being paid) in the office(s) specified in Schedule VIII shall constitute a Lien on, Additional Amountsand security interest in, if anyall right, title, interest, claim and premiumestate of each Subsidiary Guarantor, if anyJoint Venturer, or Borrower executing such Mortgage on the Notes Mortgaged Property described therein, security for the Obligations (as defined in the relevant Mortgage), in each case prior and the Note Guarantees when and as the same shall be due and payablesuperior in right to any other Person, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (other than with respect to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsPermitted Liens.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the The Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”Capital Stock and Partnership Interest) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersLenders, legal, valid and enforceable security interests in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement Capital Stock and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations partnership interests of the Company Subsidiaries described therein and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice proceeds thereof and, without creating a duty to do so, to take any other action in relation when the stock certificates and partnership certificates (if any) described therein are delivered to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute and such powers of attorney or other instruments financing statements describing such Collateral as may be necessary or to be filed in the appropriate jurisdictions in order to enable perfect the Collateral Agent security interest being granted, the Security Agreement (Capital Stock and Partnership Interests) shall constitute a perfected first priority lien on, and security interest in, all right, title and interest of the Borrower, or each Subsidiary owning Capital Stock or partnership interests of another Subsidiary, in such Capital Stock and partnership interests and the proceeds thereof as security for the Obligations, in each case prior and superior in right to any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), Person when financing statements in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes appropriate form are properly filed (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(sall required filing fees deemed paid) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or office(s) specified in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementSchedule IX.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Lennar Corp), Credit Agreement (LNR Property Corp)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest onin the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), Additional Amounts, if anywhen certificates representing such Pledged Stock are delivered to the Administrative Agent, and premiumin the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, if anywhen financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), on the Notes and Administrative Agent, for the Note Guarantees when and as benefit of the same Secured Parties, 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 have a fully perfected (to the extent perfection of such Liens and security interests are accomplished by such delivery or filing) 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, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Liens permitted by lawSection 7.3, and (ii) on in the Notes and performance case of all other obligations Pledged Stock, Liens arising by operation of law which do not have priority over the Liens of the Company and Administrative Agent). As of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Closing Date no Loan Party that is a limited liability company or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is not a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date, by its acceptance of when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, shall constitute a Notefully enforceable and perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes Person (with power of delegationother than Liens upon the Mortgage Properties permitted by Section 7.3), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hortonworks, Inc.), Credit Agreement (Hortonworks, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described in Section 3 thereof and proceeds of such Collateral. In the case of (i) the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when stock certificates representing such certificated Pledged Equity Interests are delivered to the Administrative Agent or when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and interest of the Loan Parties in such Collateral (other than Vehicles (as defined in the Guarantee and Collateral Agreement), Deposit Accounts (as defined in the Guarantee and Collateral Agreement), and premium, if any, on the Notes leasehold estates in real property) and the Note Guarantees when proceeds thereof, as security for the Obligations (as defined in the Guarantee and as Collateral Agreement), in each case prior and superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Equity Interests, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 7.3).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and constitute a fully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Collateral Agent Loan Parties in such Mortgaged Properties and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, Person except Liens permitted by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementSection 7.3.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)
Security Documents. (a) The due and punctual payment Each of the principal of, interest on, Additional Amounts, if any, and premium, if any, on the Notes Cash Collateral Agreement and the Note Guarantees when Collateral Agreement is effective until release thereof permitted under this Agreement to create in favor of the Agent, for the benefit of the Lenders, a legal, valid and as enforceable security interest in the same shall be due Collateral described therein and payableproceeds thereof. In the case of the Collateral described in the Collateral Agreement, whether the Collateral Agreement constitutes a fully perfected Lien on an interest payment dateall right, at maturity, by acceleration, repurchase, redemption or otherwise, title and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company Borrower and the Guarantors to in such Collateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the Holders, UCC as in effect at the Agents, relevant time in the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes relevant jurisdiction) and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations (as defined in the Collateral Agreement), in each case prior and superior in right to any other Person except Liens permitted under Section 6.01(1) through (7). In the case of the Company Collateral described in the Cash Collateral Agreement, the Cash Collateral Agreement constitutes a fully perfected Lien on all right, title and interest of the Borrower and the Guarantors hereunderin such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Cash Collateral Agreement), in each case prior and superior in right to any other Person.
(b) Upon execution and delivery thereof until release thereof permitted under this Agreement, each of the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, Mortgages is effective to create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in accordance with the provisions appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of this IndentureBorrower and the Guarantors in the Mortgaged Properties and the proceeds thereof, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the as security for the obligations Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than those exceptions to title set forth in the applicable title insurance policy described in subclause (c) of item (4) of the Company Secured Borrowing Base Conditions and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent than Liens permitted pursuant to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
clause (g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval definition of such Security Documents creating Mortgage Conditions or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegationSection 6.01(7), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Clarksburg Skylark, LLC), Credit Agreement (Beazer Homes Usa Inc)
Security Documents. The Guarantee and Collateral Agreement and each other Security Document is, or upon execution (a) The due or in the case of Commercial Tort Claims, upon completion and punctual payment delivery of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured a pledge supplement with respect thereto as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment 5.15 of the Guarantee and Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachAgreement) will be, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a valid security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in accordance with each case, endorsing the provisions Pledged Equity Interest and executed by the owner of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(dsuch shares or interests) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and are delivered to the Collateral Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
Document (f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(fthan deposit accounts), when financing statements and other filings specified on Schedule 4.19 in respect of appropriate form are filed in the Security Documents governed by French lawoffices specified on Schedule 4.19, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, for the International benefit of the Secured Parties, shall, under New York law, or in the case of the U.K. Security Agent and/or Documents or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent (x) (in the case of New York law) perfection can be obtained by filing a Uniform Commercial Code financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations, in each case prior and superior in right to any other Additional Collateral Agent Person (except Liens permitted by Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States Patent and irrevocably authorizes Trademark Office or the United States Copyright Office (with power other than intent-to-use trademark applications filed pursuant to Section 1(b) of delegationthe ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051 (the “▇▇▇▇▇▇ Act”), empowers prior to the filing and directs acceptance of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Collateral Agent, ▇▇▇▇▇▇ Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent ▇▇▇▇▇▇ Act with respect thereto or any other Additional Collateral Agent in the name and on behalf Trademark issued as a result of such Secured Partyapplication under applicable law), to perform the duties recordation of Intellectual Property Security Agreements in the United States Patent and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement Trademark Office and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andUnited States Copyright Office, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsappropriate.
Appears in 2 contracts
Sources: Credit Agreement (LivaNova PLC), Intercreditor Agreement (LivaNova PLC)
Security Documents. (a) The due Guaranty and punctual payment Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the principal ofSecured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of (i) the Pledged Equity Interests represented by stock or other certificates, as of the date when such stock or other certificates representing such Pledged Equity Interests were delivered to Administrative Agent, and (ii) the other Collateral described in the Guaranty and Collateral Agreement that is subject to perfection by the filing of financing statements in the jurisdiction of organization of Borrower and each Guarantor, as of the date when financing statements in appropriate form were filed in the offices specified on Schedule 4.19(a), the Lien and security interest granted pursuant to the Guaranty and Collateral Agreement constituted, and such Lien and security interest continue to constitute, a fully-perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds and products thereof, as security for 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 Obligations (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided defined in the Security DocumentsGuaranty and Collateral Agreement), in each case prior and superior in right to any other Lien (except Permitted Liens).
(b) Each HolderAs of the Closing Date, Schedule 4.19(b) sets forth a true, complete and correct list of all Real Estate Assets owned in fee by its acceptance Borrower or any Restricted Subsidiary that are encumbered by an Existing Mortgage. As of the Closing Date, each of the Existing Mortgages relating to Real Estate Assets owned in fee by Borrower or any Restricted Subsidiary is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid, binding and enforceable Lien on, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to security interest in, the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsMortgaged Properties described therein. Each Existing Mortgage shall constitute a fully-perfected Lien on, and authorizes and directs security interest in, the Collateral Agent and any other Additional Collateral AgentMortgaged Property described therein, each acting individually (as security for the Obligations, in each case without further consentprior and superior in right to the Lien of any other Person, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithother than Permitted Liens.
(c) The Company Guaranty and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents Agreement is effective to create, perfectin favor of Administrative Agent for the benefit of the Secured Parties, protect a legal, valid, binding and maintainenforceable security interest in the Collateral consisting of Intellectual Property and proceeds and products thereof. As of the date of the filing or recording of the Guaranty and Collateral Agreement (or a short form thereof in form and substance reasonably satisfactory to Administrative Agent) in the offices described in the Guaranty and Collateral Agreement (or such short form thereof), the Guaranty and Collateral Agreement (and each such short form thereof) constituted, and such Lien and security interest continues to constitute, a fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations of (as defined in the Company Guaranty and the Guarantors hereunderCollateral Agreement), under the Notes in each case prior and under the Note Guarantees, a valid superior in right to any other Person (except Permitted Liens).
(d) The Guaranty and enforceable perfected Lien in and on all the CollateralPledge Agreement is effective to create, in favor of the Collateral Administrative Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid, binding and enforceable Lien and security interest in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations all of the Company Capital Stock of Borrower, and as of the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders date of the delivery of the certificates representing such Capital Stock to Administrative Agent, such Lien and each Secured Party authorize security interest constituted, and direct the Trustee such Lien and the Collateral Agent security interest continues to constitute, a perfected Lien, superior in right to and free and clear of any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the HoldersLien.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is and continues to be effective in favor of the principal ofAdministrative Agent, for the benefit of the Lenders and is a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. The Guarantee and Collateral Agreement constitutes and continues to constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company Guarantee and the Guarantors hereunderCollateral Agreement), under the Notes in each case prior and under the Note Guarantees, a valid and enforceable perfected Lien superior in and on all the Collateral, right to any other Person.
(b) The Tranche C Mortgage is effective to create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersTranche C Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and when the Tranche C Mortgage is recorded in accordance with the provisions office of this Indenturethe County Clerk of Tompkins County, New York, such Tranche C Mortgage shall constitute ▇ ▇▇▇▇▇ perfected Lien on, and security interest in, all right, title and interest of the Security DocumentsLoan Parties in the Mortgaged Properties and the proceeds thereof, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the as security for the obligations of the Company Tranche C Term Loan, in each case prior and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
Person, other than (i) grant the Collateral rights of the Administrative Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept for the terms and conditions benefit of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation the Lenders under the Mortgages heretofore issued pursuant to the creation, perfection, maintenance, enforcement, administration Original Credit Agreement and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect rights of the Seller under the Seller Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself Tranche C Intercreditor and Subordination Agreement and to the Amendment to the Seller Intercreditor and Subordination Agreement substantially in the form appended hereto as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize Exhibit D being executed contemporaneously herewith between the Collateral Administrative Agent, the International Security Agent Tranche C Lenders and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsthe Seller).
Appears in 1 contract
Security Documents. (a) The due and punctual payment Security Agreement is effective to create in favor of the principal ofCollateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest onin the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Security Agreement, Additional Amountswhen stock certificates representing such Pledged Stock, if anytogether with related undated stock powers in blank, are delivered to the Collateral Trustee, in the case of the Pledged Notes described in the Security Agreement, when instruments or certificated securities representing such Pledged Notes, together with related undated note powers in blank are delivered to the Collateral Trustee, in the case of deposit accounts and amounts on deposit therein, when deposit account control agreements are executed and delivered by the appropriate parties, and premiumin the case of the other Collateral described in the Security Agreement, if anywhen financing statements and other filings specified on Schedules 1 and 3 to the Security Agreement in appropriate form are filed in the offices specified on Schedules 1 and 3, on the Notes and security interest granted pursuant to 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 and interest Security Agreement in such Collateral (to the extent a security interest in such Collateral can be perfected under Article 9 of the UCC by the delivery of such instruments or certificated securities or the filing of financing statements, as applicable) 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 Secured Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by law) on the Notes Section 6.2 and performance of all other obligations of the Company and the Guarantors to the Holdersexcept, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentscase of Pledged Stock, Inchoate Liens and Liens permitted by Section 6.2(n)).
(b) Each Holderof the Mortgages, by its acceptance of a Notewhen executed and delivered, and each Secured Party (subject will be effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the appropriate mortgage 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 Secured Obligations, in each case prior and superior in right to any other security agent appointed under the terms Person (other than Inchoate Liens, minor defects in title that do not interfere with ordinary conduct of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement business and Liens permitted by Section 6.2(f), (eachi), an “Additional Collateral Agent”(j) and (ii) the terms m)). As of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsClosing Date, and authorizes and directs the Collateral Agent and no Loan Party owns any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithreal property.
(c) The Company As of the Closing Date, the Borrower and each Guarantorits Subsidiaries do not have any Deposit Accounts or Securities Accounts except as set forth on Schedule 3.23. As of the Closing Date, all Deposit Accounts and Securities Accounts listed on Schedule 3.23 (other than such Deposit Accounts and Securities Accounts constituting Excluded Assets) are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor AgreementTrustee.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Security Documents. (a) The due and punctual payment Collateral Agreement is ------------------- effective to create, for the ratable benefit of the principal ofholders of the Obligations, a legal, valid and enforceable security interest onin the Collateral (as defined in the Collateral Agreement) and, Additional Amounts, if any, when such Collateral is delivered to the Collateral Agent and premium, if any, on the Notes and the Note Guarantees when and for so long as the same Collateral Agent remains in possession of such Collateral or when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, as applicable, the security interest created by the Collateral Agreement shall be due and payableconstitute a perfected first priority security interest in all right, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, title and interest on of the overdue principal of pledgor thereunder in such Collateral, in each case prior and interest (superior in right to any other Person, other than with respect to the extent rights of Persons pursuant to Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 6.02.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or Mortgages are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents effective to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions exceptions listed in each title insurance policy covering such Mortgage, for the ratable benefit of the Intercreditor Agreementholders of the Obligations, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties thereunder, and when the Mortgages are filed in the offices specified in the Perfection Certificate, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Mortgaged Properties, in each case prior and superior in right to any other provisions of this IndenturePerson, each Holder by accepting a Note and each Secured Party hereby agrees in other than with respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf rights of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) Persons pursuant to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsLiens permitted by Section 6.02.
Appears in 1 contract
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal ofAdministrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrowers or any other Subsidiary (other than the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation — Service Systems Associates) and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries owned by Holdings, the Borrowers or any Domestic Subsidiary and, when the Pledged Stock, together with duly executed stock transfer powers, is delivered to the Administrative Agent (or, as applicable in the case of Capital Stock of Foreign Subsidiaries, the requisite filings or registrations are made), the Pledge Agreement will constitute a fully perfected first priority Lien on, Additional Amountsand security interest in, if anyall right, and premium, if any, 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, title and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company pledgors thereunder in such Pledged Stock, in each case prior and the Guarantors superior in right to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other Person.
(b) Each HolderThe Security Agreement is effective to create in favor of the Administrative Agent, by its acceptance for the ratable benefit of the Secured Parties, a Notelegal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) subject thereto and, when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement, the Security Agreement will constitute a fully perfected Lien on, and each Secured Party (security interest in, all right, title and interest of the grantors thereunder in such Collateral, to the extent contemplated therein and subject to Section 7.02(e)) consents and agrees (i) to the appointment 9-315 of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsUCC, and authorizes and directs the Collateral Agent and any other Additional Collateral Agentproceeds thereof, each acting individually (in each case without further consentprior and superior in right to any other Person, sanction, authority or confirmation from other than with respect to Permitted Liens; it being understood that the Borrowers and their Subsidiaries shall not be required to g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents on any party) to enter into Excluded Property (as such term is defined in the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithAgreement).
(c) The Company and each Guarantor, as applicable, will, Intellectual Property Security Agreement is effective to create in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any favor of the assets which areAdministrative Agent, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral Agent or the Secured Parties (as defined in the Intellectual Property Security Documents) provided by or Agreement), and when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement and the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Intellectual Property Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, to the extent contemplated therein and subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to the Notes Documents Permitted Liens, it being understood that (as defined i) subsequent recordings in the Security Documents) or United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by law; and/or
(B) to facilitate the realization of Loan Parties after the assets which aredate hereof, or are intended to form part of, the Collateral; and
and (ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably the Loan Parties shall not be required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations make any filings or recordings with any Governmental Authority outside of the Company and the Guarantors hereunderUnited States, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release any country outside of the security granted thereunder;
(ii) undertake United States with respect to ratify and approve all activities performed in their name and on their behalf by any foreign Intellectual Property registered under the Collateral Agent and laws of any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderforeign country.
(gd) Notwithstanding the foregoing provisions of Section 11.03(f), The Cash Collateral Agreement and each Control Agreement is effective to create in respect favor of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Administrative Agent, for the International Security Agent and/or any other Additional ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Cash Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral AgentAccount, the International Security Agent CapEx Funding Account and any other Additional Collateral Agent (each acting individually and in each casethe Dividend/CapEx Funding Account, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Partyrespectively, and each present or future Holder other deposit account of a Loan Party, which security interest constitutes a fully perfected Lien on and other Secured Party authorize security interest in all right, title and interest of the Collateral Agentgrantors thereunder in such accounts to the extent contemplated therein and subject to Section 9-315 of the UCC, the International Security Agent proceeds thereof, in each case prior and superior in right to any other Additional Collateral Agent (each acting individually) Person, other than with respect to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsPermitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Centerplate, Inc.)
Security Documents. (a) The due and punctual payment Each Vessel Mortgage in favor of the principal ofCollateral Agent executed and delivered on the Closing Date or the Acquisition Closing Date, as applicable, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest on, Additional Amounts, if anyin and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and premiumwhen the Vessel Mortgages are registered in accordance with (i) the laws of the Bahamas, if any, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Notes Mortgaged Vessels covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Bahamas and (y) a “preferred mortgage” within the Note Guarantees when and meaning of Title 4▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B) or (ii) the laws of the Republic of the M▇▇▇▇▇▇▇ Islands, each Vessel Mortgage shall constitute (x) a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of Collateral Agent for the ratable benefit of the Secured Parties in accordance with the Chapter 3 of the M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseamended, and interest on (y) a “preferred mortgage” within the overdue principal meaning of and interest (to the extent permitted by law) on the Notes and performance of all other obligations Title 46 of the Company and the Guarantors to the HoldersUnited States Code, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 31301(6)(B).
(b) Each Holder, by its acceptance of a Note, The Collateral Agreement each Subsidiary Guarantor Pledge Agreement and each Secured Party (subject other Security Document specifically listed in the definition of such term is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein. In the case of any Pledged Collateral, when certificates or instruments, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent (together with stock powers or other security agent appointed instruments of transfer duly executed in blank), and, in the case of the other Collateral described in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing statements, other filings or instruments, notices and consents required under the terms laws of any applicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are filed, delivered or otherwise registered or recorded in the proper offices specified in Schedule 3.17, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachDocuments, an “Additional Collateral Agent”) and (ii) in the terms case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsDocuments), and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into for the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any benefit of the assets which areSecured Parties) shall have a fully perfected Lien on, or are intended to form part ofand security interest in, the Collateral) or for the exercise of any rightsall right, powers title and remedies interest of the Loan Parties in such Collateral Agent or and the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as applicable, representing the Pledged Collateral, or the filing of the Company Uniform Commercial Code financing statements and the Guarantors hereunder, other filings and instruments required under the Notes laws of the applicable jurisdiction, in each case prior and under superior in right to any other person (except, in the Note Guarantees, a valid and enforceable perfected Lien in and on all the case of Collateral other than Pledged Collateral, in favor Permitted Liens and Liens having priority by operation of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreementlaw).
(dc) On When the Issue DateCollateral Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf Liens created by the Collateral Agent Agreement shall constitute fully perfected Liens on, and any other Additional Collateral Agentsecurity interests in, acting all right, title and interest of the grantors thereunder in its appointed capacity; and
Patents (iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate defined in order to enable the Collateral Agent Agreement) registered or applied for with the United States Patent and any other Additional Trademark Office or Copyrights (as defined in such Collateral Agent, to exercise Agreement) registered or applied for with the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andUnited States Copyright Office, as the case may be, release and (in each case subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each no Liens other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsthan Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Security Documents. (a) The due and punctual payment Master Security Agreement is ------------------ effective to create in favor of the principal ofAdministrative Agent, for its benefit and the benefit of the other Secured Parties, a legal, valid and enforceable (other than with respect to leases, licenses or contracts restricting the assignment thereof) security interest in the Collateral described therein (including, without limitation, the Intercompany Loan Documents) and proceeds thereof. In the case of the Pledged Securities described in the Master Security Agreement, when stock certificates or other instruments representing such Pledged Securities are delivered to the Administrative Agent, and in the case of the other Collateral described in the Master Security Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form ---------------- are filed in the offices and jurisdictions specified on Schedule 4.19(a) and ---------------- upon execution of control agreements and other documents specified in the Master Security Agreement, the Master Security Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Master Security Agreement), in each case prior and superior in right to any other Person (except for the Prior Liens (as defined in the Master Security Agreement and including, without limitation, Liens listed on Schedule 7.3(f)), and premiumin the case of Collateral other than Pledged Securities, if any, 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 and interest (to the extent Liens permitted by lawSection 7.3(a), (b) on the Notes and performance (e) which have priority by operation of all other obligations of the Company law and the Guarantors to the HoldersLiens permitted by Section 7.3(c), the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes (d),(g) and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents(k)).
(b) Each HolderThe PPCI Security Agreement is effective to create in favor of the Administrative Agent, by for its acceptance benefit and the benefit of the other Secured Parties, a Notelegal, valid and enforceable (other than with respect to leases, licenses or contracts restricting the assignment thereof) security interest in the Collateral described therein and proceeds thereof. In the case of Collateral described in the PPCI Security Agreement, when financing statements and other filings specified on Schedule A to the opinion of Fraser ▇▇▇▇▇▇ Casgrain LLP ---------- delivered on the date hereof in appropriate form are filed in the offices and jurisdictions specified on Schedule A to the opinion of Fraser ▇▇▇▇▇▇ Casgrain ---------- LLP delivered on the date hereof and upon execution of control agreements and other documents specified in the PPCI Security Agreement, the PPCI Security Agreement shall constitute a fully perfected Lien on, and each Secured Party (subject to Section 7.02(e)) consents security interest in, all right, title and agrees (i) to the appointment interest of the Loan Parties in such Collateral Agent and the proceeds thereof, as security for the Secured Obligations (except for the Prior Liens (as defined in the PPCI Security Agreement and including, without limitation, the Liens listed on Schedule 7.3(f))), in each case prior and superior in right to any other security agent appointed under Person (except, in the terms case of Collateral other than Pledged Securities (as defined in the PPCI Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement Agreement), Liens permitted by Section 7.3(a), (each, an “Additional Collateral Agent”b) and (iie) the terms which have priority by operation of the Security Documents law and Liens permitted by Section 7.3(c), (including the provisions providing for foreclosure d), (g) and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithk)).
(c) The Company Mortgage executed and delivered on the date hereof is (and as to each Guarantor, as applicable, Mortgagee hereafter executed and delivered will, in each caseupon execution and delivery thereof, in accordance with the Agreed Security Principles:
(ibe) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for its benefit and the benefit of the Holdersother Secured Parties, a legal, valid and enforceable Lien on and security interest in accordance with the provisions of this IndentureMortgaged Properties described therein and proceeds thereof, and when the Security Documents, Mortgage is executed and delivered on the Intercreditor Agreement date it is filed in the offices and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided jurisdictions specified on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.-------- 4.19
Appears in 1 contract
Sources: Credit Agreement (American Pharmaceutical Partners Inc /Ca/)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in the Guarantee and Collateral Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(4) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when UCC-1 financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, Liens expressly permitted to have priority by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Borrower or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Subsidiary Guarantor that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if anySecurity Documents create valid security interests in, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the AgentsLiens on, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according purported to the terms hereunder or thereunder, are secured be covered thereby. Except as provided set forth in the Security Documents.
, such security interests and Liens are currently (or will be, upon (a) the filing of appropriate financing statements with the Secretary of State of the state of incorporation or organization for each Credit Party (or with such other appropriate Governmental Authority), the filing of appropriate assignments or notices with the United States Patent and Trademark Office and the United States Copyright Office, and the recordation of the Real Estate Mortgage Instruments, in each case in favor of the Administrative Agent, on behalf of the Secured Parties, or (b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Administrative Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties obtaining Control (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security DocumentsAgreement) or by law; and/orpossession over those items of Collateral in which a security interest is perfected through Control or possession) perfected security interests and Liens, prior to all other Liens other than Permitted Liens.
(Bb) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, The Vessel Fleet Mortgage in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individuallyMortgage Trustee, for the benefit of the HoldersSecured Parties, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed is effective to create a security benefiting legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Collateral Agentwhole of the Mortgaged Vessels covered thereby and the proceeds thereof, and when the Vessel Fleet Mortgage is filed for recording, and recorded, with the National Vessel Documentation Center of the United States Coast Guard, the International Security Agent and/or Vessel Fleet Mortgage shall constitute, as of the date and time of filing, a second “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of the Mortgage Trustee for the ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as amended, having the effect and with the priority provided under such law, in each case prior and superior in right to any other Additional Collateral Agent and irrevocably authorizes (Person, other than with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject respect to the provisions rights of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPersons pursuant to Permitted Liens.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Second Lien Term Loan Facility (Horizon Lines, Inc.)
Security Documents. (a) The due Guarantee and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (Collateral Agreement is effective to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid, binding and enforceable security interest in accordance with the provisions Collateral described therein and proceeds and products thereof. In the case of this Indenture(i) Pledged Equity Interests represented by certificates, (x) when such certificates are delivered to the Administrative Agent or (y) when financing statements in appropriate form are filed in the offices specified on Schedule 3.17, and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.17 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Security DocumentsLien created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Intercreditor Agreement Loan Parties in such Collateral and any Additional Intercreditor Agreement.
the proceeds and products thereof (d) On in the Issue Datecase of the Collateral described in clause (ii), to the extent perfection can be obtained by such filings), as security for the obligations of Secured Obligations (as defined in the Company Guarantee and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(fAgreement), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) prior and superior in right to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent Person (except, with respect to priority only, Permitted Prior Liens and, in the name and on behalf case of such Secured Partycollateral constituting Equity Interests, Permitted Equity Liens), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(hb) Notwithstanding any other provisions of this IndentureSubject to Section 4.01(n)(i), each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that Mortgages is effective to create in favor of the Collateral Administrative Agent, for the International Security Agent benefit of the Secured Parties, a legal, valid, binding and any other Additional Collateral Agent (each acting individually) shall hold enforceable Lien on the Mortgaged Properties described therein and administer andproceeds and products thereof, and when the Mortgages are filed in the recording office designated by the US Borrower or the Canadian Borrower, as the case may be, release each 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 described therein and the proceeds and products thereof, as security for the “Secured Obligations” or other corresponding term (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject only to Permitted Liens.
(c) Upon the recordation of any applicable Intellectual Property Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in Section 3.17(a), the Lien created by the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case, prior and superior in right to any other Person (except, with respect to priority only, Permitted Prior Liens).
(d) Each Security Document, other than the Security Documents referred to in paragraphs (a), (b) and (c) of this Section 3.17, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Partythereto, and each present or future Holder will constitute a fully perfected Lien on, and other Secured Party authorize security interest in, all right, title and interest of the Loan Parties in the Collateral Agentsubject thereto, as security for the International Security Agent Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case, prior and superior in right to any other Additional Collateral Agent Person (each acting individually) except, with respect to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentspriority only, Permitted Prior Liens).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Compass Minerals International Inc)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and enforceable security interest in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent described therein and any other Additional Collateral Agent to enter into proceeds thereof. In the Security Documents with the Company without the further consent case of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other Additional Collateral Agent all powers and authorities toapplicable jurisdiction (“Certificated Securities”), in their name and on their behalf, accept the terms and conditions of when certificates representing such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation Capital Stock are delivered to the creationAdministrative Agent, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed the other Collateral not described in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting clause (i) constituting personal property described in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French lawAgreement, each Holder by accepting a Note when financing statements and each Secured Party hereby confirms its approval of such Security Documents creating other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form are executed and delivered, performed or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent filed in the name and offices specified on behalf of such Secured PartySchedule 6.19(a), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, for the International Security Agent benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Additional Person (except, in the case of Liens permitted hereunder). Other than as set forth on Schedule 6.19(a), as of the Closing Date, none of the Capital Stock of the U.S. Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.
(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each acting individually) to act as their direct representative (direkter Stellvertreter) case prior and superior in relation right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and all matters enforceable security interest in connection with the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Security DocumentsUCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of the U.S. Borrower, in excess of $5,000,000.
Appears in 1 contract
Security Documents. (a) The due and punctual payment Security Agreement is effective to create in favor of the principal ofAgent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations benefit of the Company Secured Parties referred to therein, a legal, valid and the Guarantors to the Holders, the Agents, enforceable security interest in the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured (as provided defined in the Security DocumentsAgreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings, and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC or PPSA, as applicable) or by obtaining control, under the UCC, or PPSA, as applicable (in effect on the date this representation is made) in each case prior and superior in right to any other Person.
(b) Each HolderWhen the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office, by its acceptance of a Notethe United States Copyright Office and the Canadian Intellectual Property office and when financing statements, releases and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to other filings in appropriate form are filed in the appointment of the Collateral Agent and any other security agent appointed under the terms offices specified in Schedule II of the Security Documents and/or Agreement, the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachAgent shall have a fully perfected Lien on, an “Additional Collateral Agent”) and (ii) the terms security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property (as defined in the Security Documents (including the provisions providing for foreclosure and release of Agreement) in which a security over the Collateral) as the same interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in effect the United States Patent and Trademark Office, the United States Copyright Office or may be amended from time to time in accordance with its termsthe Canadian Intellectual Property Office, and authorizes and directs the Collateral Agent and any other Additional Collateral Agentas applicable, each acting individually (in each case without further consentprior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office, sanctionthe United States Copyright Office and the Canadian Intellectual Property Office may be necessary to perfect a Lien on registered trademarks, authority or confirmation from any party) to enter into trademark applications and copyrights acquired by the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithLoan Parties after the Closing Date).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, Mortgages create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties referred to therein, a legal, valid, continuing and enforceable Lien in accordance the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages with the provisions of this Indentureappropriate Governmental Authorities, the Security DocumentsAgent will have a perfected Lien on, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Datesecurity interest in, the security for the obligations to and under all right, title and interest of the Company and grantors thereunder in all Mortgaged Property that may be perfected by such filing (including without limitation the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions proceeds of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(fMortgaged Property), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Security Documents. (a) The due and punctual payment Upon execution by the applicable Loan Parties, the Security Agreement shall be effective to create in favor of the principal ofAdministrative Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations ratable benefit of the Company Secured Parties, a legal, valid and the Guarantors to the Holders, the Agents, enforceable security interest in the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided by and, upon filing of one or pursuant more Uniform Commercial Code financing statements in the appropriate jurisdictions and execution and delivery of control agreements in form and substance satisfactory to the Notes Documents (Administrative Agent, the Administrative Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Proceeds thereof that can be perfected upon filing of one or more Uniform Commercial Code financing statements and execution and delivery of such control agreements, in each case, except as defined previously disclosed to the Administrative Agent in the Security Documents) or by law; and/orwriting, prior and superior in any right to any other Person.
(Bb) to facilitate Upon execution by the realization Borrower of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any Nevada Deed of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company Trust Modification and the Guarantors hereunderWinchester Deed of Trust Modification, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, each Deed of Trust shall be effective to create in favor of the Collateral Agent and any other Additional Collateral Administrative Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable lien in the Property covered thereby, and, upon recording the Nevada Deed of Trust Modification and the Winchester Deed of Trust Modification with the appropriate real estate records, the Administrative Agent shall have a fully perfected first priority Lien on all right, title and interest of the Borrower as grantor thereunder, in accordance with the provisions of this Indenturesuch Property, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreementsuch Deed of Trust, the Pari Passu Intercreditor Agreement and/or prior and superior in any Additional Intercreditor Agreementright to any other Person.
(hc) Notwithstanding Upon execution by the applicable Loan Parties (or any applicable Pledgor Subsidiary) of any Pledge Agreement that may be required pursuant to Section 5.24, such Pledge Agreement shall be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and pledge of the Capital Securities covered thereby and, upon delivery of any certificates evidencing such Capital Securities together with stock powers executed in blank, the Administrative Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties (or any applicable Pledgor Subsidiary) in such Capital Securities and the Proceeds thereof, in each case, except as previously disclosed to the Administrative Agent in writing, prior and superior in any right to any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security DocumentsPerson.
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, on the Notes and the all Note Guarantees Obligations when and as the same shall be due and payable, (whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on ) shall be secured as provided in the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of Security Documents which the Company and the Guarantors have entered into simultaneously with the execution of this Indenture and shall be secured as provided in all Security Documents hereafter delivered as required or permitted by this Indenture.
(b) The Company and each of the Guarantors represents, covenants and agrees that each of them have and shall at all times have, full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Collateral pursuant to the HoldersSecurity Documents to which such Persons are party, free and clear of all Liens (other than First Priority Liens and other Permitted Liens), and that (i) it will forever warrant and defend the Agentstitle to the same against the claims of all Persons (except as to First Priority Liens and other Permitted Liens), (ii) the Collateral AgentCompany and each of the Guarantors, the International Security Agent or as applicable, will execute, acknowledge and deliver to the Trustee under such further assignments, transfers, assurances or other instruments as the Trustee may reasonably require and (iii) the Company and each of the Guarantors, as applicable, will do or cause to be done all such acts as may be reasonably required by the Trustee, to confirm to the Trustee such Lien on the Collateral, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Security Documents, this Indenture, the Notes and the Note Guarantees. The Company and each of the Guarantors further covenants and agrees that each Security Document, according as applicable, creates or will create (when delivered) a valid Second Priority Lien (subject to Permitted Liens) on the terms hereunder or thereunder, are secured as provided in the Security DocumentsCollateral subject thereto.
(bc) Each HolderHolder of Notes, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of each Security Document and the Security Documents and/or the Intercreditor Subordination Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over Collateral), authorizes and directs the Collateral) Trustee to appoint U.S. Bank National Association as Collateral Agent on the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes Issue Date and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and the Subordination Agreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Subordination Agreement and to perform its respective obligations and exercise its respective rights thereunder and powers thereunder. The Collateral Agent, solely in accordance therewiththat separate capacity, shall have only the express functions and duties set forth in the Security Documents and the Subordination Agreement or as directed by the Trustee in performance thereof, shall be entitled to each of the rights, privileges, protections, duty limitations, immunities, indemnity, reimbursement, and benefits as are provided to the Trustee pursuant to Section 6.05 and Article Seven hereof, shall not possess or exercise discretionary duties in such performance and shall act only as directed by the Trustee in connection with any Event of Default.
(cd) The Company and each Guarantor, as applicable, will, in each case, in accordance Concurrently with the Agreed Security Principles:
(i) promptly do all such acts a Person becoming a Guarantor or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructionsii) as a Lien on any asset of the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Restricted Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, being granted in favor of the Collateral Agent, the Company shall, or shall cause the applicable Restricted Subsidiary to, among other things:
(1) in the case of personal property, execute and deliver to the Collateral Agent such UCC-1 financing statements or take such other actions as shall be necessary or desirable to perfect and protect the Collateral Agent’s Lien on and security interest in such assets or property and the second priority thereof (subject only to Permitted Liens);
(2) in the case of real property, execute and deliver to the Trustee:
(a) a Mortgage, under which the Company or such Restricted Subsidiary shall grant to the Collateral Agent a second priority lien on and security interest in such real property and any other Additional Collateral Agentrelated fixtures (subject only to Permitted Liens);
(b) survey (for fee-owned real property) and title insurance (provided that (i) any mortgagee title insurance policy in respect of any owned real property shall include additional endorsements for survey, each acting individuallypublic road access and so-called comprehensive coverage, if available, and (ii) with regard to real property acquired after the Issue Date, any survey shall be sufficient for the benefit title insurance company to issue the so-called comprehensive endorsement to the title insurance policy and remove the standard survey exception from the title insurance policy), covering any real property that is owned by such Restricted Subsidiary in an amount at least equal to the purchase price of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.such real property;
(c) UCC-1 fixture filings; and
(d) On the Issue Date, the security for the obligations such other documents required by this Indenture; and
(3) upon request of the Company Trustee, promptly deliver to the Trustee Opinions of Counsel as to the enforceability and the Guarantors shall be as provided on Schedule V heretoperfection of such Liens and security interests.
(e) The Holders and each Secured Party authorize and direct As among the Trustee and Holders, the Collateral Agent shall be held for the equal and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent ratable benefit of the HoldersHolders without preference, priority or distinction of any thereof over any other.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Indenture (Uno of Victor, Inc.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the certificated Pledged Stock 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, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and the other actions specified on Schedule 4.19
(a) have been duly taken, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations (as defined in the Guarantee and as Collateral Agreement), in each case prior and superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security DocumentsSection 7.2).
(b) Each Holderof the Mortgages is effective to create in favor of the Administrative Agent, by its acceptance for the benefit of the Lenders, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, Mortgaged Properties and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation)Person, empowers and directs except as disclosed on the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees title insurance policy delivered in respect of such Mortgaged Property pursuant to Section 5.1(k)(ii). Schedule 1.1C lists each parcel of real property in the Security Documents governed United States owned in fee simple by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, Borrower or any of its Subsidiaries as of the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer andClosing Date which, as of such date, has a value, in the case may bereasonable opinion of the Borrower, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf in excess of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents$500,000.
Appears in 1 contract
Security Documents. (a) The due and punctual payment of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) executed and (ii) the terms delivered as of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time date hereof is effective to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individuallyLender, for the benefit of the Holdersholders of Secured Obligations, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Equity Interests pledged under the Pledge Agreements (the “Pledged Stock”), when the Lender obtains control of stock certificates representing the Pledged Stock and when financing statements and other filings in appropriate form are or have been filed in the appropriate offices, and in the case of the Collateral described in the Mortgage, when financing statements and other filings in appropriate form are or have been filed in the appropriate offices, each of the Mortgage and the Pledge Agreements shall constitute a fully-perfected Lien on, and security interest in, all right, title and interest of the Grantors in such Collateral and the proceeds thereof, to the extent required under such Security Document and to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in accordance each case prior and superior in right to any other Person (except, in the case of Collateral other than the Pledged Stock with respect to which the provisions of this IndentureLender has control, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor AgreementLiens permitted by Section 6.3).
(da) On the Issue Date, the security for the obligations Each of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent Mortgages is effective to enter into the Security Documents with the Company without the further consent create in favor of the Holders.
Lender (f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be), release for the benefit of the holders of Secured Obligations, a legal, valid and (subject enforceable Lien on the mortgaged Properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Partyjurisdiction in which the applicable mortgaged Property is located, and when the Mortgages are or have been filed in the appropriate offices, each present or future Holder such Mortgage shall constitute a fully perfected Lien on, and other security interest in, all right, title and interest of the Loan Parties in such properties and the proceeds thereof, as security for the Secured Party authorize the Collateral AgentObligations, the International Security Agent in each case prior and superior in right to any other Additional Collateral Agent Person (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsexcept for Liens permitted by Section 6.3).
Appears in 1 contract
Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International Security Agent or ratable benefit of the Trustee under this IndentureSecured Parties, the Notes a legal, valid and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided enforceable security interest in the Security DocumentsCollateral (as defined in the Pledge Agreement) and, with respect to all Collateral previously delivered to and in the possession of the Collateral Agent, constitutes, or in the case of Collateral to be delivered in the future, will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject The Security Agreement is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Documents and/or Agreement) and, together with the Intercreditor Agreement and/or financing statements previously filed or to be filed in the Pari Passu Intercreditor Agreement and/or future, constitutes, or in the case of any Additional Intercreditor Agreement (eachfuture filing, an “Additional Collateral Agent”) will constitute a fully perfected Lien on, and (ii) the terms security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsAgreement), and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other person, sanction, authority or confirmation from any party) other than with respect to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithLiens expressly permitted by Section 6.02.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance Security Agreement currently on file with the Agreed Security Principles:
(i) promptly do United States Patent and Trademark Office and the United States Copyright Office constitutes a fully perfected Lien on, and security interest in, all such acts or execute all such documents (including assignmentsright, transfers, mortgages, charges, notices title and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any interest of the assets which are, or are intended to form part of, grantors thereunder in the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties Intellectual Property (as defined in the Security Documents) provided by or pursuant Agreement), in each case prior and superior in right to the Notes Documents any other person (as defined it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date of the Security Documents) or by law; and/orAgreement).
(Bd) The Mortgages are effective to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages referred to in Section 3.04(b) are recorded in the offices specified in Schedule 3.19(d), the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Terex Corp)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of 80 US-DOCS\135452008.17 the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior 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 (superior in right to any other Person to the extent such Lien can be perfected by such actions or filings (except, in the case of Collateral other than Pledged Stock, Liens permitted by law) on Section 7.3 to have priority over the Notes and performance of all other obligations Lien of the Company and Administrative Agent). As of the Guarantors to Closing Date, none of the HoldersBorrower, the AgentsIntermediate Holdings, the Collateral Agent, the International Security Agent Holdings or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Guarantor that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a not Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent Loan Parties in the Mortgaged Properties and any other the proceeds thereof, as security agent appointed under for the terms of Obligations (as defined in the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachrelevant Mortgage), an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from prior and superior in right to any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithother Person.
(c) The Company PC Documents delivered by any PC Entity to any Loan Party pursuant to this Agreement are (or, to the extent executed after the Closing Date, shall, upon execution and delivery thereof, be) effective to create in favor of each Guarantorapplicable Loan Party, a legal, valid and enforceable first priority security interest in the Collateral (as applicabledefined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, willand (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Loan Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Loan Party to the extent required by any PC Document), the Liens created by each such PC Document will constitute perfected Liens on all right, title and interest of such Loan Party in such Collateral (or such similarly defined term), in each case, in accordance with the Agreed Security Principles:
free and clear of all Liens (i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect other than the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security PC Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement).
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Credit Agreement
Security Documents. (a) The due Security Agreement, upon execution and punctual payment delivery thereof by the parties thereto, will create in favor of the principal ofAdministrative Agent, interest on, Additional Amounts, if any, and premium, if any, on for 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations ratable benefit of the Company Lenders, a legal, valid and the Guarantors to the Holders, the Agents, enforceable security interest in the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsAgreement) provided and the proceeds thereof, in which a security interest may be created under the Delaware Uniform Commercial Code as in effect from time to time, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or pursuant other similar laws affecting creditors’ rights generally and by principles of equity, and the Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements with appropriate offices, the filings of grants of security in Intellectual Property with the United States Patent and Trademark Office, the filing of particulars of the security with the Registry of Corporate Affairs in the British Virgin Islands, the notation of Liens on certificates of title for assets subject to certificate of title statutes, the execution of appropriate control agreements and the delivery of certificated securities and instruments to the Notes Documents Administrative Agent) a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens.
(b) The Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Security DocumentsAgreement) or by law; and/or
(B) and the proceeds thereof, and, when such Collateral is delivered to facilitate the realization Administrative Agent, together with stock powers duly executed in blank and particulars thereof are filed with the Registry of Corporate Affairs in the British Virgin Islands, the Lien granted pursuant to Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien pledgor thereunder in and on all the such Collateral, in favor of the Collateral Agent each case prior and superior in right to any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor AgreementPerson.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Atlantic Alliance Partnership Corp.)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, Additional Amountsand security interest in, if anyall right, title and premium, if any, on interest of the Notes Loan Parties in such Collateral and the Note Guarantees when proceeds thereof, as security for the Obligations, in each case prior and as superior in right to any other Person (except, in the same shall be due and payablecase of Collateral other than Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent Liens permitted by law) on the Notes and performance of all other obligations Section 7.3). As of the Company and Closing Date, none of the Guarantors to the Holders, the Agents, the Collateral Agent, the International Security Agent Borrower or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder any Guarantor that is a limited liability company or thereunder, are secured as provided in the Security Documentspartnership has any Capital Stock that is a not a Certificated Security.
(b) Each Holderof the Mortgages delivered after the Closing Date will be, by its acceptance upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a Notelegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each Secured Party (subject to Section 7.02(e)) consents such Mortgage shall constitute a fully perfected Lien on, and agrees (i) to the appointment security interest in, all right, title and interest of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Loan Parties (as defined in the Security Documents) provided by or pursuant to Mortgaged Properties and the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintainproceeds thereof, as security for the Obligations of (as defined in the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(frelevant Mortgage), in respect of the Security Documents governed by French law, each Holder by accepting a Note case prior and each Secured Party hereby confirms its approval of such Security Documents creating or expressed superior in right to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor AgreementPerson.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Perficient Inc)
Security Documents. (a) The due and punctual payment Each of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 Pledge Agreements is effective to create in favor of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International Security ratable benefit of the Secured Parties thereunder, a legal, valid and enforceable security interest in the Collateral (as defined in such Pledge Agreement) and, when the Pledged Stock (as defined in such Pledge Agreement) is delivered to the Collateral Agent (or, as applicable in the case of any capital stock or other equity interest that is uncertificated or in foreign jurisdictions requiring filings or recordations, applicable registrations, filings or recordations are made), such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Trustee under this Indenture, the Notes pledgors thereunder in such Collateral and the Note Guaranteesproceeds thereof, according in each case prior and superior in right to the terms hereunder or thereunder, are secured as provided in the Security Documentsany other person.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject the Security Agreements is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms ratable benefit of the Secured Parties thereunder, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Documents and/or Agreement) and, when financing statements or other appropriate documents in appropriate form are filed in the Intercreditor offices specified on Schedule 3.18 with respect to each Security Agreement, such Security Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachshall constitute a fully perfected Lien on, an “Additional Collateral Agent”) and (ii) the terms security interest in, all right, title and interest of the Security Documents (including grantors thereunder in such Collateral and the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsproceeds thereof, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consentprior and superior in right to any other person, sanction, authority or confirmation from any party) other than with respect to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithLiens expressly permitted by Section 6.02.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any Each of the assets which areMortgages, or are intended when executed, will be effective to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the ratable benefit of the HoldersSecured Parties thereunder, a legal, valid and enforceable Lien on all the right, title and interest of the Loan Party that is party thereto in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the office specified on Schedule 3.18 with respect to such Mortgage, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement each case prior and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and superior in right to any other Additional Collateral Agent to enter into the Security Documents person, other than with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation respect to the creation, perfection, maintenance, enforcement, administration and release rights of the security granted thereunder;
(ii) undertake persons pursuant to ratify and approve all activities performed in their name and on their behalf Liens expressly permitted by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunderSection 6.02.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Credit Agreement (International Manufacturing Services Inc)
Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International Security Agent or ratable benefit of the Trustee under this IndentureSecured Parties, the Notes a legal, valid and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided enforceable security interest in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Pledged Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security DocumentsGuarantee and Collateral Agreement) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the Holders, in accordance with the provisions of this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to when the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Pledged Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting is delivered to the Collateral Agent, the International Security Agent and/or Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Additional person.
(b) The Guarantee and Collateral Agent and irrevocably authorizes (with power Agreement is effective to create in favor of delegation), empowers and directs the Collateral Agent, for the International Security Agent ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property, (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office), as to which perfection is effected through the filing of such financing statements, in each case prior and superior in right to any other Additional person, other than with respect to Liens expressly permitted by Section 6.02.
(c) When the Guarantee and Collateral Agent Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (each acting individually as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or the United States Copyright Office), in each casecase prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by itself or by such person(sthe grantors after the date hereof).
(d) as it may nominate) Each Mortgage is effective to execute create in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by favor of the Collateral Agent, for the International Security Agent or ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19
(d) with respect thereto, each Mortgage shall constitute a fully perfected Lien on, and security interest, in the Mortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Additional Collateral Agent in the name and on behalf of such Secured Party)person, to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection other than with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject respect to the provisions rights of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementpersons pursuant to Liens expressly permitted by Section 6.02.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Dennys Corp)
Security Documents. (a) The due and punctual payment Security Agreement is effective to create in favor of the principal of, interest on, Additional Amounts, if any, and premium, if any, 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders, the Agents, the Collateral Agent, for the International benefit of the Secured Parties, a legal, valid and binding security interest in the Collateral described therein and proceeds and products thereof. In the case of the certificated Pledged Stock, when any stock or membership certificates representing such certificated Pledged Stock are delivered to the Collateral Agent with a corresponding endorsement, and in the case of the other Collateral described in the Security Agent Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)-1 and such other filings and actions as are specified on Schedule 3 to the Security Agreement are made and taken (which may or the Trustee under this Indenture, the Notes and the Note Guarantees, according may not be required pursuant to the terms hereunder or thereunder, are secured as provided in of the Security DocumentsAgreement), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of W▇▇▇ Resorts Holdings and the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Lien (except Senior Permitted Liens). Schedule 4.19(a)-2 lists as of the Amended and Restated Effective Date each UCC Financing Statement that names W▇▇▇ Resorts Holdings or any Loan Party as debtor and will remain on file after the Amended and Restated Effective Date.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject the Mortgages is effective to Section 7.02(e)) consents and agrees (i) to the appointment create in favor of the Collateral Agent and any other security agent appointed under Agent, for the terms benefit of the Security Documents and/or Secured Parties, a legal, valid and binding Lien on, and security interest in, the Intercreditor Agreement and/or Mortgaged Properties described therein and proceeds and products thereof, and when the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (eachMortgages and related fixture filings are filed in the offices specified on Schedule 4.19(b), an “Additional Collateral Agent”) each such Mortgage shall constitute a fully perfected Lien on, and (ii) the terms security interest in, all of the Security Documents (including Mortgaged Properties and the provisions providing proceeds and products thereof, as security for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsObligations, and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from subject only to Permitted Liens and prior and superior in right to any party) to enter into the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewithother Lien (except Senior Permitted Liens).
(c) The Company and each Guarantor, as applicable, will, in each case, in accordance with the Agreed Intellectual Property Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith Agreements are effective to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the Collateral, create in favor of the Collateral Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, a legal, valid and binding security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. With respect to domestic Intellectual Property Collateral, upon (i) the filing and recordation of the Intellectual Property Security Agreements in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with payment of all requisite fees and (ii) the filing of financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements have been duly completed and filed by the Collateral Agent in accordance with applicable Requirements of Law) the provisions Intellectual Property Security Agreements shall constitute a perfected Lien on, and security interest in, all right, title and interest of this Indenturethe Loan Parties in the Intellectual Property Collateral and the proceeds and products thereof, as security for the Security DocumentsObligations, the Intercreditor Agreement in each case subject only to Permitted Liens and prior and superior in right to any Additional Intercreditor Agreementother Lien (except Senior Permitted Liens).
(d) On the Issue Date, the security for the obligations of the Company and the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related to such Security Documents, give or receive any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release of the security granted thereunder;
(ii) undertake to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral Agent, acting in its appointed capacity; and
(iii) undertake to execute such powers of attorney or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agent, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed Control Agreements are effective to create a security benefiting to in favor of the Collateral Agent, for the International Security Agent and/or benefit of the Secured Parties, a legal, valid and binding security interest in the Accounts described therein and proceeds and products thereof. Upon the execution of the Control Agreements, the Control Agreements shall constitute perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Accounts and the proceeds and products thereof, as security for the Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Collateral Agent in the name and on behalf of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documentsexcept Senior Permitted Liens).
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
Security Documents. The Receivables Security Agreement and each Ship Mortgage executed by any Credit Party in favor of the Administrative Agent are (a) The due and punctual payment as of the principal ofClosing Date and each Release Date, interest onin the form required to evidence legal, Additional Amountsvalid, if anyenforceable and continuing Liens (subject, and premium, if any, on in 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 and interest (to the extent permitted by law) on the Notes and performance of all other obligations case of the Company and the Guarantors Ship Mortgages, to the Holders, the Agents, the Collateral Agent, the International Security Agent or the Trustee under this Indenture, the Notes and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided their recordation in the Security Documents.
(b) Each Holder, by its acceptance of a Note, and each Secured Party (subject to Section 7.02(e)) consents and agrees (i) to the appointment of the Collateral Agent and any other security agent appointed under the terms of the Security Documents and/or the Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreement (each, an “Additional Collateral Agent”) and (ii) the terms of the Security Documents (including the provisions providing for foreclosure and release of security over the Collateral) as the same may be in effect or may be amended from time to time appropriate public office in accordance with its terms, the laws of the United States and authorizes and directs the Collateral Agent and any other Additional Collateral Agent, each acting individually (in each case without further consent, sanction, authority or confirmation from any party) to enter into laws of the Security Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(c) The Company and each GuarantorRepublic of the ▇▇▇▇▇▇▇▇ Islands, as applicable, will, in each case, in accordance with following the Agreed Security Principles:
(i) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Company or such Guarantor reasonably determines in good faith to be necessary:
(A) to perfect the Liens created or intended to be created under or evidenced by the Security Documents (which may include the execution occurrence of a mortgage, charge, assignment or other Lien over all or any of the assets which are, or are intended to form part of, the Collateral) or for the exercise of any rights, powers and remedies of the Collateral Agent or the Secured Parties (as defined in the Security Documents) provided by or pursuant to the Notes Documents (as defined in the Security Documents) or by law; and/or
(B) to facilitate the realization of the assets which are, or are intended to form part of, the Collateral; and
(ii) take, and will cause any of its respective Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create, perfect, protect and maintain, as security for the Obligations of the Company and the Guarantors hereunder, under the Notes and under the Note Guarantees, a valid and enforceable perfected Lien in and on all the CollateralPerfection Trigger Event), in favor of the Collateral Administrative Agent and any other Additional Collateral Agent, each acting individually, for the benefit of the HoldersSecured Parties, in accordance with the provisions all right, title and interest of this Indenture, the Security Documents, the Intercreditor Agreement such Credit Party in any and any Additional Intercreditor Agreement.
(d) On the Issue Date, the security for the obligations all of the Company Collateral described therein, securing the Obligations from time to time outstanding; provided that the Liens evidenced thereunder shall not be effective unless and until a Perfection Trigger Event has occurred, and (b) upon all proper filings and recordings being duly made in the Guarantors shall be as provided on Schedule V hereto.
(e) The Holders and locations referred to in the applicable Security Document, each Secured Party authorize and direct the Trustee and the Collateral Agent and any other Additional Collateral Agent to enter into the Security Documents with the Company without the further consent of the Holders.
(f) Each Holder by accepting a Note and each Secured Party hereby:
(i) grant the Collateral Agent and any other Additional Collateral Agent all powers and authorities to, in their name and on their behalf, accept the terms and conditions of such Security Documents and any amendment, addendum or accession thereto, execute such Security Documents, any amendment, addendum or accession thereto and any other agreement, deed or instrument ancillary or otherwise related Lien created pursuant to such Security DocumentsDocument would constitute a fully perfected first priority Lien in all right, give or receive title and interest of such Credit Party in any notice and, without creating a duty to do so, to take any other action in relation to the creation, perfection, maintenance, enforcement, administration and release all of the security granted thereunder;
(ii) undertake Collateral described therein, superior in right to ratify and approve all activities performed in their name and on their behalf by the Collateral Agent and any other Additional Collateral AgentLiens, acting in its appointed capacity; and
(iii) undertake to execute existing or future, which such powers Credit Party of attorney any creditors thereof or other instruments as may be necessary or appropriate in order to enable the Collateral Agent and any other Additional Collateral Agentpurchasers therefrom, to exercise the powers and authorities granted to it hereunder.
(g) Notwithstanding the foregoing provisions of Section 11.03(f), in respect of the Security Documents governed by French law, each Holder by accepting a Note and each Secured Party hereby confirms its approval of such Security Documents creating or expressed to create a security benefiting to the Collateral Agent, the International Security Agent and/or any other Additional Collateral Agent and irrevocably authorizes (with power of delegation), empowers and directs the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually and in each case, by itself or by such person(s) as it may nominate) to execute in its name and on its behalf such Security Documents (in each case, if such Security Document is to be executed by the Collateral Agent, the International Security Agent or any other Additional Person, may have against such Collateral Agent or interests therein, except for Permitted Liens. Each Ship Mortgage on United States flag vessels would constitute as of the date and time of filing with the NVDC a preferred mortgage pursuant to § 31322(a) of Title 46 of the United States Code. Each Ship Mortgage on Republic of the ▇▇▇▇▇▇▇▇ Islands flag vessels would constitute as of the date and time of filing with the Maritime Administrator of the Republic of the ▇▇▇▇▇▇▇▇ Islands a preferred mortgage pursuant to the Republic of the ▇▇▇▇▇▇▇▇ Islands Preferred Ship Mortgage and Maritime Liens Act, codified at § 303 of the Republic of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, as amended, and also pursuant to §31301(6)(B) of Title 46 of the United States Code. Each Ship Mortgage on flag vessels of another jurisdiction of organization would constitute as of the date and time of filing with the applicable filing office for the filing or registering of flag vessels in such jurisdiction a preferred mortgage pursuant to the name and on behalf Applicable Laws of such Secured Party), to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with such Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under such Security Documents, subject to the provisions of the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or any Additional Intercreditor Agreementjurisdiction.
(h) Notwithstanding any other provisions of this Indenture, each Holder by accepting a Note and each Secured Party hereby agrees in respect of the Security Documents governed by Swiss law which provide for an accessory Lien (akzessorische Sicherheit) that the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) shall hold and administer and, as the case may be, release and (subject to the respective Lien having become enforceable) realize any such Collateral for itself and as direct representative (direkter Stellvertreter) for and on behalf of each Holder and of each other Secured Party, and each present or future Holder and other Secured Party authorize the Collateral Agent, the International Security Agent and any other Additional Collateral Agent (each acting individually) to act as their direct representative (direkter Stellvertreter) in relation to any and all matters in connection with such Security Documents.
Appears in 1 contract