Protection of the Collateral Clause Samples
Protection of the Collateral. (a) The Issuer intends the Security Interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer to be before all other liens on the Collateral (except as otherwise provided in the Transaction Documents). The Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, a first priority perfected Security Interest in the Collateral (except as otherwise provided in the Transaction Documents). The Issuer will execute and deliver any supplements and amendments to this Indenture and any Financing Statements, Continuation Statements, instruments of further assurance, and other instruments and will take any other action appropriate to:
(i) Grant more effectively any portion of the Collateral;
(ii) preserve the Security Interest (and its priority) created by this Indenture or carry out more effectively the purposes of this Indenture;
(iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture;
(iv) enforce any rights with respect to any of the Collateral;
(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Credit Enhancer, and the Noteholders in the Collateral against all adverse claims; or
(vi) pay all taxes or assessments levied or assessed on the Collateral when due.
(b) Except as otherwise provided in this Indenture or the other Transaction Documents, the Indenture Trustee shall not remove any portion of the Collateral that consists of money or is evidenced by an instrument, certificate, or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.06 unless the Indenture Trustee and the Credit Enhancer receive an Opinion of Counsel to the effect that the lien and Security Interest created by this Indenture will continue to be maintained on any removed property after giving effect to its removal.
(c) The Issuer designates the Indenture Trustee its agent and attorney-in-fact to execute any Financing Statement, Continuation Statement, or other instrument required to be executed pursuant to this Section. The Issuer authorizes the Indenture Trustee to file Financing Statements or Continuation Statements, and amendments to them, relating to any part of the Collateral without the signature of the Issuer where permitted by law. A carbon...
Protection of the Collateral. At its option, Secured Party may discharge taxes, liens or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral and may pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse Secured Party on demand for any payment made or any expense incurred by Secured Party pursuant to the foregoing authorization. Any payments made by Secured Party shall be immediately due and payable by Debtor and shall bear interest at the rate of fifteen percent (15%) per annum. Until default, Debtor may retain possession of the Collateral and use it in any lawful manner not inconsistent with the provisions of this Agreement and any other agreement between Debtor and Secured Party, and not inconsistent with any policy of insurance thereon.
Protection of the Collateral. Guarantor shall defend the title to the Collateral against all claims and demands whatsoever. Guarantor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teral. Upon request by Secured Party, Guarantor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provi-sions of this Agreement. Guarantor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by Guarantor. Guarantor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's compensa-tion laws; and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble insurance carriers, shall name Guarantor and Secured Party as their interests may appear as insured, and shall provided for at least ten days' notice to Secured Party prior to cancellation. Guarantor, from time to time, upon Secured Party's written re-quest, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating thereto and proof of payment of premiums as Secured Party may request. If Guarantor shall fail to maintain any such insur-ance, Secured Party may, but shall not be obligated to, do so at the expense of Guarantor, in addition to the other rights and remedies of Secured Party. Guarantor hereby appoints Secured Party the representative of Guarantor for purposes of obtaining, ad-justing and canceling any such insurance and endorsing settlement drafts, and her...
Protection of the Collateral. Debtor shall defend the title to the Collateral against all claims and demands whatsoever. Debtor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Collateral. Upon request by Secured Party, Debtor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provisions of this Agreement. The risk of loss of the Collateral at all times shall be borne by Debtor. Debtor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. The Collateral shall be kept at Debtor's place of business set forth above, except for temporary removal in connection with its ordinary use or unless Debtor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon Debtor's premises at any reasonable time, and from time to time, to inspect the Collateral.
Protection of the Collateral. Debtor shall defend the title to the Collateral against all claims and demands whatsoever. Debtor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, other than any of the same incurred in the ordinary course of business of Debtor, and shall pay all taxes, assessments and fees relating to the Collateral. Upon request by Secured Party, Debtor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provisions of this Agreement. The risk of loss of the Collateral at all times shall be borne by Debtor. Debtor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Debtor at all times shall maintain: (a) insurance covering all tangible property of Debtor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; and (c) all insurance required under applicable workmen's compensation laws in such amounts and kinds as presently carried by Debtor with such carrier or carriers as are presently being used by Debtor (or such other responsible insurance carriers as Debtor may reasonably hereafter substitute).
Protection of the Collateral. Debtor shall defend the title to the Collateral against all claims and demands whatsoever.
Protection of the Collateral. The Issuer intends the security interest granted pursuant to this Indenture in favor of the Trustee for the benefit of the Holders to be prior to all other liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of itself and the Holders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:
(a) grant more effectively all or any portion of the Collateral;
(b) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Trustee for the benefit of the Holders created by this Indenture or carry out more effectively the purposes hereof;
(c) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;
(d) enforce any of the Collateral;
(e) preserve and defend title to the Collateral and the rights of the Trustee in such Collateral against the claims of all persons and parties; and
(f) pay all taxes or assessments levied or assessed upon the Collateral when due.
Protection of the Collateral. The Debtor shall defend the title to the Collateral against all claims and demands whatsoever. The Debtor shall keep the respective Collateral free and clear of all liens and security interests (except for the Prior Liens and the lien created herein), charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Collateral. Upon request by Secured Party, Debtor, at the Debtor?s expense, shall furnish further assurances of title, execute any further instruments and documents, and do any other acts, that Secured Party may reasonably request, necessary to effectuate the purposes and provisions of this Agreement, including, in order to perfect and protect the Security Interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce the rights and remedies hereunder with respect to any Collateral. Debtor shall not further sell, exchange, assign, transfer or otherwise dispose of the Collateral. and shall not further encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance except as otherwise permitted under the Securities Purchase Agreement. The risk of loss of the Collateral at all times shall be borne by the Debtor.
Protection of the Collateral. The Company represents and covenants that the Collateral is, and shall at all times be and remain, owned by the Company free and clear of any Liens, except for such Liens which are in favor of the Secured Party or specifically consented to in writing by the Secured Party. The Company warrants and shall defend the Secured Partys right, title, property and security interest in and to the Collateral against the claim of any person or entity.
Protection of the Collateral. All Collateral shall be free and clear of any liens and restrictions on the transfer hereof, except as specifically permitted or granted herein. The Borrower shall defend the title to the Collateral against all claims and demands which could have an effect on the Noteholders' rights or privileges hereunder. Except as set forth in the Securitization documents, the Collateral Sharing Agreement, the Exchange Pledge Agreements and the Textron Documents, the Borrower shall keep the respective Collateral free and clear of all liens, claims, security interests, restrictions of transfer, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Collateral. The Borrower will exclude from contracts to which it becomes a party after the date hereof provisions that would prevent the Borrower from creating and maintaining in favor of the Noteholders a security interest in the Collateral as pledged hereby. The Borrower shall not modify, amend or waive any terms or conditions of the Collateral or the Textron Collateral (including the waiver of a default), or any rights or interest therein, without the prior written consent of the registered holders of not less than fifty percent (50%) in aggregate principal amount of the Exchange Notes and the Notes, considered as a single class, then outstanding that have a security interest in such Collateral. The Borrower will not sell, assign, transfer or otherwise dispose of any of the Collateral. The Borrower will not take any action or suffer to exist any conditions that could have an adverse effect on the Noteholders' rights (including, without limitation, the security interest in the Collateral) granted hereunder, subject to the Textron Documents.