The Collateral Documents Sample Clauses

The Collateral Documents. The provisions of the Collateral Documents executed by the Borrower and its Subsidiaries in favor of the Lender are effective to create, in favor of the Lender, legal, valid and enforceable first priority Security Interests in all right, title and interest of the Borrower and its Subsidiaries in any and all of the collateral described therein, securing the Notes and all other Obligations from time to time outstanding. Neither the Borrower nor any of its Subsidiaries has granted any Security Interest to any Person other than the Lender or taken any other action that could prevent the Lender from holding a fully perfected Security Interest in all right, title and interest of the Borrower and its Subsidiaries in such collateral, superior in right to any liens, existing or future, which the Borrower or any creditors of or purchasers from, or any other Person, may have against such collateral or interests therein, except to the extent, if any, otherwise provided in such Collateral Documents.
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The Collateral Documents. The provisions of the Collateral ------------------------ Documents executed by the Borrower or any of its Subsidiaries in favor of Bank of America, as agent for the benefit of the Lenders, are effective to create, in favor of the Lenders, securing the Notes and all other Obligations from time to time outstanding, a legal, valid and enforceable security interest in all right, title and interest of the Borrower and such Subsidiaries in any and all of the collateral described therein, and all appropriate filings and recordings having been made or appropriately provided for, each of such Collateral Documents constitutes a fully perfected security interest in all right, title and interest of the Borrower and such Subsidiaries in such collateral superior in right to any liens, existing or future, which the Borrower or any such Subsidiary or any creditors of or purchasers from, or any other Person, may have against such collateral or interests therein, except to the extent, if any, otherwise provided therein.
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The Collateral Documents. (a) The provisions of the ------------------------ Security Agreement are effective to create in favor of the Agent for the benefit of the Lenders a legal, valid and enforceable security interest in all right, title and interest of the Borrowers in the Collateral described therein, and the Security Agreement, upon the filing of Form UCC-1 financing statements, creates a fully perfected security interest in, all right, title and interest in all of the Collateral described therein, to the extent that a security interest may be perfected therein by filing a financing statement under the Uniform Commercial Code, subject to no other Liens other than Permitted Liens. Each of the Borrowers has good and valid title to all Collateral owned by such Borrower described therein, free and clear of all Liens except those described above in this clause (a).
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The Collateral Documents. The entry into the Collateral Documents has been duly and validly authorized by the Company and the Guarantors. Upon the entry by the Company and the Guarantors into the Collateral Documents on the Closing Date, the Collateral Documents will constitute legal, valid and binding obligations of the Company and the Guarantors, enforceable against each of them in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. When executed and delivered, this Agreement, the Indenture and the Collateral Documents will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum.
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The Collateral Documents. Each Collateral Document has been duly authorized, executed and delivered, to the extent a party thereto, by the Company and each of the Guarantors and each such Collateral Document constitutes a valid and legally binding agreement of such parties enforceable against such parties in accordance with its terms, subject to the Enforceability Exceptions. The Mortgages, once executed and delivered in connection with the sale of the Securities and when properly recorded and indexed with the proper governmental authorities (together with payment of the appropriate filing or recording fees and any applicable taxes) and the fixture filings when delivered and filed as required by law to perfect a security interest with respect to fixtures in the real property subject to each such Mortgage, will create, in favor of the Trustee for the benefit of the Secured Parties (as defined in the Collateral Documents), including the Trustee on behalf of the holders of the Notes, (i) valid and enforceable mortgage liens on such real property (subject to the Enforceability Exceptions) and (ii) perfected security interests in such fixtures or other personal property subject only to the Permitted Collateral Liens (as defined under the caption "Description of notes" in the Preliminary Offering Memorandum and the Offering Memorandum). The other Collateral Documents, once executed and delivered in connection with the sale of the Securities, will create in favor of the Trustee for the benefit of the Secured Parties, including the Trustee on behalf of the holders of the Securities, valid and enforceable security interests in the rights of the Company in the personal property in which a security interest is purported to be granted under the Collateral Documents and, upon the filing of appropriate Uniform Commercial Code financing statements and the taking of the other actions described in the Collateral Documents, the security interests in the rights of the Company in such personal property will be perfected subject only to Permitted Liens (as defined under the caption "Description of notes" in the Preliminary Offering Memorandum and the Offering Memorandum).
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The Collateral Documents. The provisions of each Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of each of the Banks legal, valid and enforceable security interests in all right, title and interest of the Loan Parties in the Collateral described therein to the extent that a security interest can be created therein under the UCC, and the Administrative Agent, for the benefit of each of the Banks, has fully perfected liens on, and security interests in, all right, title and interest of the Loan Parties in all of the Collateral described therein (to the extent such security interest can be perfected by filing a UCC-1 financing statement or, to the extent required by the Pledge Agreement, Security Agreement and Account Control Agreement by taking possession of or controlling the respective collateral), subject to no other Liens, except to the extent granted by the Seller to the Buyer under, and as those terms are defined in, the Acquisition Repurchase Agreement.
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The Collateral Documents. The provisions of the Collateral Documents executed by the Borrower or any Subsidiary in favor of the Administrative Agent securing the Notes and all other Obligations from time to time outstanding are effective to create, in favor of the Administrative Agent, on behalf of the Banks, a legal, valid and enforceable Lien in all right, title and interest of the Borrower and such Subsidiary in any and all of the Collateral described therein, and each of such Collateral Documents constitutes a fully perfected Lien in all right, title and interest of the Borrower or such Subsidiary in such Collateral superior in right to any Liens, existing or future, which the Borrower or such Subsidiary or any creditors thereof or purchasers therefrom, or any other Person, may have against such collateral or interests therein, except to the extent, if any, otherwise provided therein or in this Agreement. The Collateral described in the Collateral Documents constitutes all of the real and personal property of the Borrower and its Subsidiaries, except property described in ITEM G, SECTION 1 ("Property Not Pledged [SECTION 5.21]") of the DisclosurE Schedule or as may hereafter be agreed by the Required Banks. As of the Amendment Effective Time, each parcel of owned real property and the leasehold interest in leased real property of the Borrower and its Subsidiaries listed in ITEM G, SECTION 2 ("Property Not Pledged [SECTION 5.21]") of the Disclosure Schedule has, to the best of the Borrower's knowledge and belief, a fair market value of less than $2,000,000.
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The Collateral Documents. The Collateral Documents have been duly authorized by the Company and each of its subsidiaries to the extent a party thereto, and, when duly executed and delivered in accordance with their respective terms, will constitute valid and legally binding agreements or obligations of the Company and each of its subsidiaries to the extent a party thereto enforceable against the Company and each of its subsidiaries to the extent a party thereto in accordance with their respective terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
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The Collateral Documents. Contemporaneously with the execution of this Agreement, Borrower shall execute and deliver or cause to be executed and delivered to Bank such security agreements, Uniform Commercial Code financing statements, deeds of trust, mortgages and other security instruments covering the Collateral as Bank may require, each in a form and substance satisfactory to Bank.
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Related to The Collateral Documents

  • Collateral Documents The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

  • Execution of Collateral Documents The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrower on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents.

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

  • Collateral Documents and Guaranties Each Lender hereby further authorizes Agent to enter into each Collateral Document as secured party on behalf of and for the benefit of Lenders and agrees to be bound by the terms of each Collateral Document; provided that, -------- subject to any provision of subsection 10.6 requiring the consent of any additional Lenders, Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document or any Guaranty without the prior consent of Requisite Lenders, but Agent may (i) release any Lien covering any items of Collateral that are the subject of a sale or other disposition of assets permitted by this Agreement or to which Requisite Lenders have consented and (ii) release any Guarantor (other than any Borrower or Holdings) from its Guaranty if all of the capital stock of such Guarantor is sold to a Person that is not any Affiliate of Company pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the Collateral under any Collateral Document or to enforce any of the Guaranties, it being understood and agreed that all rights and remedies under the Collateral Documents and the Guaranties may be exercised solely by Agent for the benefit of Lenders in accordance with the terms thereof.

  • Agents under Collateral Documents and Guaranty Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

  • Collateral Documents and Guaranty (a) The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,

  • Collateral and Security Documents The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

  • Collateral Agreements Borrower shall deposit with Lender such amounts as may be required by any Collateral Agreement and shall perform all other obligations of Borrower under each Collateral Agreement.

  • The Security Documents (a) None of the Collateral is subject to any Liens except Permitted Liens.

  • Guaranties, Collateral Documents and Other Loan Documents At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

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