FIRST RANKING SECURITY Sample Clauses

FIRST RANKING SECURITY. (a) The Obligors’ obligations and liabilities under the Finance Documents, including (without limitation) the Borrower’s obligation to repay the Facility together with all unpaid interest, default interest, commissions, charges, expenses and any other derived liability whatsoever of the Obligors towards the Finance Parties in connection with the Finance Documents (the “Secured Obligations”), shall at any and all times until all amounts due to the Finance Parties hereunder have been paid and/or repaid in full, be guaranteed and secured by the guarantees and indemnities granted by the Guarantors and the Borrower pursuant to Clause 18 and: (i) the Mortgage (including any deeds of covenant), subject to contractually agreed Quiet Enjoyment Letters (where required under a drilling contract with a third party); (ii) the Assignment of Earnings; (iii) the Assignment of Earnings Accounts; (iv) the Assignment of Insurances; and (v) the Share Charges. (b) Each of the Obligors undertakes to ensure that the above First Ranking Security Documents are duly executed by the parties thereto in favour of the Agent (on behalf of the Finance Parties) in form and substance satisfactory to the Agent (on behalf of the Finance Parties), legally valid and in full force and effect with first priority, and to execute or procure the execution of such further documentation (in form and substance satisfactory to the Agent (on behalf of the Finance Parties)) as the Agent may reasonably require in order for the relevant Finance Parties to maintain the security position envisaged hereunder. (c) In addition to the security set out above, the GIEK Lender Facility shall be secured by the GIEK Guarantee and the K-sure Facility by the K-sure Insurance Policy. (d) Any changes to the Assignment of Earnings may be made only with the consent of the Required Lenders, always to include KEXIM.

FIRST RANKING SECURITY. 3.1 Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of those Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such ▇▇▇▇▇▇▇ whose shares are being pledged is formed. 3.2 It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, renotarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender. o My country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.

FIRST RANKING SECURITY at the time that the Seller entered into the SMART Receivable, all necessary steps were taken in respect of each Mortgage created in connection with the SMART Receivable so that each Mortgage complied with the legal requirements applicable at that time to ensure that the Mortgage was either: (i) a first-ranking mortgage; or (ii) where there are two mortgages over the same asset securing the SMART Receivable and the Seller is the mortgagee of the first-ranking mortgage, a second-ranking mortgage, (subject to any statutory charges and any prior charges of a body corporate, service company or equivalent, whether registered or otherwise, and any other prior Security Interests which do not prevent the Mortgage from being considered to be a first-ranking mortgage or a second-ranking mortgage, as the case may be, in accordance with the Servicing Standards) in either case, secured over the asset in the jurisdiction in which the asset is located subject to stamping and registration of the relevant Mortgage in due course; PPSR Certificate held on Worksite or on the PPS Register PPSR Search Certificate Contract Data Tape to be provided from Infolease

FIRST RANKING SECURITY. (a) The Pledge created hereunder is a first in time and first ranking security. The Pledgor hereby grants to the Pledgeholder the right to levy execution upon the Pledged Assets and to receive preferential satisfaction from the value of the Pledged Assets before any other creditors of the Pledgor and any other pledgeholders and mortgagees of the Pledgor (if any), subject to the mandatory requirements of Applicable Law. (b) The Pledgor confirms and acknowledges that the Pledge created hereunder shall have priority over any claim of any other person, whether or not secured by a pledge or other Lien over the Pledged Assets, other than claims which are preferred by operation of Applicable Law over the claim of the Pledgeholder. For the avoidance of doubt, the priority ranking contemplated by this Section 3.04 shall also apply to any Additional Property (as defined below).

FIRST RANKING SECURITY. 3.1 Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of those Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such ▇▇▇▇▇▇▇ whose shares are being pledged is formed. 3.2 It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, renotarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender. o My country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence. o My country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence. o My country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence. o My country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence. FINANCIAL ISTITUTION: BANK ACCOUNT HOLDER(4) (if part of the Economic and Monetary Union): BIC(5) IBAN (if outside the Economic and Monetary Union)(6): BANK ACCOUNT DETAILS ADDRESS OF THE FINANCIAL INSTITUTION

FIRST RANKING SECURITY. 3.1 Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of those Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such Obligor whose shares are being pledged is formed. 3.2 It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, renotarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender. Conventions for the avoidance of double taxation o dividends (FORM A) o interest (FORM B) o royalties (FORM C) o other income (FORM D) EU Directives o parent-subsidiary tax regime dir. 90/435/EEC (FORM E) o interest and royalty tax regime dir. 2003/49/EC (FORM F) o DETAILS OF THE BENEFICIAL OWNER Legal person o cross in the case of a permanent establishment Business Name Foreign TIN No. o My country of residence does not issue a TIN for residents or I cannot obtain a TIN from my country of residence.

FIRST RANKING SECURITY. 3.1 Subject to the due execution of all relevant Security Documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, and any qualifications contained in any legal opinion delivered under this Agreement, the Agent shall (in the case of those Security Documents creating pledges of shares in an Obligor) obtain a first priority valid pledge of the shares in issue at any time in that Obligor which are owned by another Obligor. Such Security Document shall be governed by the laws of the jurisdiction in which such Obligor whose shares are being pledged is formed. 3.2 It is further acknowledged that pursuant to each Security Document (or, if applicable, this Agreement) any costs, fees, taxes or other amounts payable in connection with any re-taking, re-notarisation, perfection, presentation, novation or re-registration of any Security or any interest in any Finance Document in connection with an assignment or transfer by any Lender shall be borne by the applicable Lender. [The Original Facility Agreement was executed by the parties originally party to it. For notice details of any Party please refer to Clause 32.1 (Notices generally) or the details specified in the Administrative Questionnaire supplied by the Agent.] Bank of America Europe Designated Activity Company 75,000,000.00 75,000,000.00 Barclays Bank PLC 0.00 0.00 BNP Paribas, Italian Branch 64,500,000.00 64,500,000.00 Crédit Agricole Corporate and Investment Bank, Milan Branch 32,000,000.00 32,000,000.00 Credit Suisse AG, Milan Branch 32,000,000.00 32,000,000.00 ING Bank N.V. - Milan Branch 32,000,000.00 32,000,000.00 Intesa Sanpaolo S.p.A., London Branch 64,500,000.00 64,500,000.00 Mediobanca International (Luxembourg) S.A. 75,000,000.00 75,000,000.00 MB Funding Lux S.A. 0.00 0.00 NatWest Markets N.V. 0.00 0.00 The Bank of Nova Scotia 22,000,000.00 22,000,000.00 SocGen Inversiones Financieras S.A.U 0.00 0.00 UniCredit Bank AG, New York Branch 75,000,000.00 75,000,000.00 Banco BPM S.p.A. 28,000,000.00 28,000,000.00 To: MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A., as Agent for the Finance Parties [NATWEST MARKETS PLC, as Security Agent for the Finance Parties]3 From: [INSERT NAME OF GUARANTOR], as Guarantor[/Security Provider] (the "Guarantor[/Security Provider]") INTERNATIONAL GAME TECHNOLOGY PLC, as Obligors' Agent 1. We refer to the Original Senior Facility ...

FIRST RANKING SECURITY