Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 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 Collateral 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) 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, 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) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 and proceeds thereof, subject to the following sentence. 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 Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4.19(a) 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, and security interest inin (if and to the extent that a security interest may be so perfected under applicable laws by so filing at the offices specified on Schedule 4.19(a)), 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 StockCollateral, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted Person. Schedule 1.1(a) lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage to have priority over Borrower or any of its Subsidiaries that has a value, in the Obligations)reasonable opinion of the Borrower, subject to Permitted Liensin excess of $500,000.
Appears in 1 contract
Security Documents. (a) The Master Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Pledged Securities and other instruments, negotiable documents, chattel paper and money described therein, to the extent that the Loan Parties to the Master Guaranty and Collateral described therein Agreement have rights in such Collateral, and proceeds thereof. In thereof and, when the case of Pledged Notes and the stock certificates representing the Pledged Stock described in the Guarantee therein and Collateral Agreementother instruments, when any stock certificates representing such Pledged Stock negotiable documents, chattel paper and money described therein are delivered to the Collateral Agent, the Master Guarantee and Collateral Agreement shall constitute a perfected first priority Lien on, and security interest in, all right, title and interest of the relevant pledgor in such Pledged Securities and other instruments, negotiable documents, chattel paper and money and the proceeds thereof, as security for the Obligations (as defined in the case of the other Collateral described in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, except for inchoate tax liens for obligations to be paid in the ordinary course of business.
(b) The Master Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Collateral described therein (other than the Collateral described in Section 4.19(a)), to the extent that the Loan Parties to the Master Guarantee and Collateral Agreement have rights in such Collateral, and proceeds thereof, and when financing statements in appropriate form are properly filed (with all required filing fees being paid) in the offices specified on Schedule 4.19(a4.19(b) and, with respect to vehicles included in the Collateral and covered by certificates of title issued by any State, when the security interest of the Collateral Agent has been noted on such other filings as are specified on Schedule 3 to certificate of title in accordance with the Guarantee and Collateral Agreement have been completedcertificate of title laws of such State, the Master 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 substantially all of such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.3).
(bc) Upon execution Each Mortgage, which has been executed and delivery thereof delivered by the Borrowerrelevant Loan Party, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein properly filed and proceeds thereof; recorded (with all required filing and when the Mortgages are filed recording fees being paid) in the recording office designated by the Borroweroffice(s) specified on Schedule 4.19(c), each Mortgage shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels Property properly described therein and the proceeds thereoftherein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, other than Persons holding with respect to Liens or other encumbrances or rights expressly permitted by Section 7.3.
(d) Each Oil and Gas Mortgage, which has been executed and delivered by the relevant Mortgage to have priority over Loan Party, and properly filed and recorded (with all required filing and recording fees being paid) in the Obligationsoffice(s) specified on Schedule 4.19(d), subject constitutes a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Oil and Gas Property properly described therein, as security for the Obligations (as defined in the relevant Oil and Gas Mortgage), in each case prior and superior in right to Permitted Liensany other Person, other than with respect to Liens expressly permitted by Section 7.3.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document (other than the Mortgages) is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Stock, as defined and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall constitute 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 (as defined in the Guarantee and Collateral Agreement)referred to therein, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), Liens permitted by Section 7.38.3). As of the Closing 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 the Canadian Borrower.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall executed and delivered after the Closing Date will be effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesParties specified therein, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed or registered in the recording office designated by the Borroweroffices specified on Schedule 5.19(b), each such Mortgage shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein Properties and the proceeds thereofthereof described in each of the Mortgages, 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 Persons holding Person, except for Liens or other encumbrances or rights permitted by Section 8.3. Schedule 1.1 lists, as of the relevant Mortgage to have priority over the Obligations)Closing Date, subject to Permitted Lienseach site of owned real property and each leasehold interest in ground leases held by Cedar Fair LP or any of its Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified (including United States Patent and Trademark Office filings and United States Copyright Office filings) on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) 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, 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 Liens held by any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 Vessels described therein 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 the Lien of any other Person (other than Persons holding Liens or other encumbrances or rights permitted Person. Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by the relevant Mortgage to have priority over Borrower or any of its Subsidiaries as of the Obligations), subject to Permitted LiensClosing Date.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid 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. 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 Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements statements, other filings specified on Schedule 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 4 to the Guarantee and Collateral Agreement have been and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create 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 (to the extent provided therein) prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3except for Permitted Liens).;
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds and products thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified therein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted except for Permitted Liens). Schedule 1.1 lists, as of the Original Closing Date, each parcel of owned real property located in the United States and held by the relevant Mortgage Borrower or any of its then existing Subsidiaries that has a value, in the opinion of the Borrower, in excess of $1,500,000.
(c) When delivered and at all times thereafter, each Intellectual Property Security Agreement is effective to have priority over create in favor of the ObligationsAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the 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. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the extent provided in the Guarantee and Collateral Agreement) a perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), subject in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by any Loan Party after the date hereof.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the U.S. Secured Parties and the Canadian Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Collateral described as “all other property not otherwise described above” and the proceeds thereof) and the proceeds thereof which can be perfected by filings described in Schedule 4.19(a). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are having been delivered to the Collateral AgentAdministrative Agent and, 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 having been filed in the offices specified on Schedule 4.19(a) 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 constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Collateral described as “all other property not otherwise described above” and the proceeds thereof) and the proceeds thereof, as security for the Borrower 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 7.37.3 that have priority by operation of law).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, or the Canadian Agent, for the benefit of the Canadian Lenders, as applicable, a legal, valid and enforceable first priority Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are have been filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in 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 to Section 7.3 that have priority over by operation of law.
(c) The Hypothec creates in favor of the ObligationsCanadian Agent for the benefit of the Canadian Lenders a legal, valid and enforceable Lien in the Quebec Collateral described therein and proceeds thereof. In the case of certified Pledged Stock (as defined in the Canadian Security Documents), subject certificates representing such Pledged Stock having been delivered to Permitted Liensthe Canadian Agent, and in the case of the other Collateral described in the Canadian Security Documents, financing statements in appropriate form having been filed in the offices specified on Schedule 4.19(c), the Canadian Security Documents constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the obligations described therein as being secured thereby, in each case prior and superior in right to any other person except for Liens permitted under Section 7.3 to the extent such Liens have priority under applicable law.
(d) To evidence and secure the due payment and performance of the Canadian Extensions of Credit and the other covenants and obligations of the Canadian Borrower under this Credit Agreement, the Canadian Borrower shall execute and deliver or cause to be executed and delivered the following documents to the Canadian Agent for the benefit of the Canadian Lenders, all in the Canadian Agent’s required form and otherwise satisfactory to the Canadian Agent in its sole discretion: (i) the Hypothec, (ii) the Collateral Mortgage Bond, (iii) the Delivery Order and (iv) the Pledge of Bond Agreement.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to 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 and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when any stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests 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 AgreementAgreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.19, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute 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 (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in except Liens permitted by Section 8.3). In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral 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, prior and superior to any other than Pledged Stock, Liens permitted by Section 7.3)Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be (if any) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified therein, 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 Vessels described therein 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 (other than Persons holding except Liens or other encumbrances or rights permitted by Section 8.3). Schedule 5.19(b) lists, as of the relevant Mortgage to have priority over Closing Date, each parcel of owned real property located in the Obligations)United States and held by the Borrower or any of its Subsidiaries that has a value, subject to Permitted Liensin the reasonable opinion of the Borrower, in excess of $10,000,000.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and related stock powers representing such Pledged Stock are delivered to the Collateral AgentAdministrative Agent (and so long as the Administrative Agent retains possession of such certificates and stock powers in the State of New York), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when 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 4.19(a3(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedAgreement, 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.38.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by offices specified on Schedule 3(b) to the BorrowerGuarantee and Collateral Agreement, 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 Vessels described therein 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 as reflected in the exceptions to the title policies delivered pursuant to Section 6.1(m or Section 7.10(b)). Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by Holdings or any of its Subsidiaries as of the Closing Date.
(c) Each of the UK Guarantee and Debenture and the UK Share Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon completion of (i) any registration required by Section 395 of the Companies Act in England or, in respect of any real estate mortgages, H.M. Land Registry and (ii) the perfection requirements specified in the UK Guarantee and Debenture, the UK Guarantee and Debenture and the UK Share Agreement 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 Person (except, in the case of Collateral other than Persons holding Pledged Stock, Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsSection 8.3), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Wta Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 and proceeds thereof. In the case (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the Pledged Stock described in the Guarantee and Collateral Agreement, when UCC (including any stock certificates representing proceeds of any such Pledged Stock are delivered to the Collateral Agent, and in the case item 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) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral). The Canadian Collateral Agreement have been completed, 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be is effective to 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 (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds of any such item of Collateral). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent (or, in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral Agreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other filings as may be appropriate), the Collateral Agent shall have a fully perfected first priority Lien (or, with respect to the Term Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other offices as may be appropriate) and the other filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Amendment No. 8 Effective Date), as security for the Secured Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement or the Canadian Collateral Agreement, as applicable.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Vessels Property described therein and proceeds 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) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the recording office designated by the BorrowerBorrower and all relevant mortgage taxes and recording charges are duly paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in the such Mortgaged Vessels described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage Mortgage.
(c) Each Security Document to have priority over which a Non-US Guarantor is a party is effective to create in favor of the Obligations)Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) subject to Permitted Liensthe limitations set forth in such Security Document.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is provisions of the Security Documents are effective to create in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party thereto in the Collateral “Collateral” described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreementtherein, when subject to any Liens permitted by Section 8.3.
(b) When any stock certificates representing such Pledged Stock Collateral are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when proper financing statements or other applicable filings listed in appropriate form are Schedule 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.16, the Guarantee and Collateral U.S. Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of each Loan Party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3.
(c) When 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 Canadian Pledge Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of each Person party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3.
(d) When 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 security interest granted under the U.S. Security Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the U.S. Borrower and those Loan Parties party thereto in the portion of the “Collateral” described therein, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens.
(e) When an Account Control Agreement has been entered into with respect to each Pledged Account of any Loan Party to the U.S. Security Agreement, the U.S. Security Agreement shall constitute a perfected first 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 Party thereto in the Guarantee portion of the “Collateral” described therein that consists
(f) When 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 security interest granted under the Canadian Security Agreement and Collateral Agreement)Quebec Security Documents shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the Canadian Borrower and those Loan Parties party thereto in each case prior and superior in right the portion of the “Collateral” described therein, which can be perfected by such filing, subject to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)Permitted Borrowing Base Liens.
(bg) Upon execution and delivery thereof by When an Account Control Agreement has been entered into with respect to each Pledged Account (except for Deposit Accounts maintained with a financial institution in any province or territory of Canada, other than Quebec) of any Loan Party to the BorrowerCanadian Security Documents, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage Canadian Security Documents shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Party thereto in the Mortgaged Vessels portion of the “Collateral” described therein and the proceeds thereofthat consists of Pledged Accounts (except for Deposit Accounts maintained with a financial institution in any province or territory of Canada, as security for the Obligations (as defined in the relevant Mortgageother than Quebec), in 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 to have priority over the Obligations)Person, subject to any Permitted Cash Management Liens.
(h) When 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 Canadian Security Documents shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the Loan Party thereto in the portion of the “Collateral” described therein that consists of Pledged Accounts consisting of Deposit Accounts maintained with a financial institution in any province or territory of Canada, other than Quebec, prior and superior in right to any other Person, subject to any Permitted Cash Management Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 having been delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are having been filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have having been duly completed, the Guarantee and Collateral Agreement shall constitute 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). Notwithstanding the foregoing, it is understood that UCC-1 financing statements are not being filed in respect of equipment in locations where the value of such equipment is less than $50,000, that fixture filings are not being made in respect of Tower locations which are not Mortgaged Properties .
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall executed and delivered after the Closing Date will be when so executed and delivered, effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the such Mortgages are filed recorded in the appropriate recording office designated by the Borroweroffice, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensPerson.
Appears in 1 contract
Security Documents. (a1) The Guarantee and Collateral Pledge Agreement is effective to 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 and proceeds thereof. In , in the case of the Pledged Stock described in the Guarantee and Collateral Agreementenforceability, when subject to Contractual Encumbrances. When any stock certificates certificated securities or promissory notes representing such Pledged Stock Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge Agreement (other than deposit accounts and Collateral Agreementsecurities accounts (and cash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) 6.29 (which financing statements have been duly completed and such other filings as are specified on Schedule 3 delivered to the Guarantee and Collateral Agreement have been completedAgent), the Guarantee and Collateral Lien created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, thereof as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case that is prior and superior in right to any other Person Person. When executed and delivered by the parties thereto, the Account Control Agreements are effective to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Lien, and to establish “control” (exceptas such term is used in Article 9 of the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of the UCC) over, the securities entitlement(s) described therein, as the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each may be. Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on on, and security interest in, the Mortgaged Vessels Properties described therein and proceeds thereof; thereof subject only to Permitted Encumbrances, and each of the Mortgages when executed and delivered and when filed in the Mortgages are offices specified on Schedule 6.29 shall constitute, or in the case of any Mortgage to be executed and delivered pursuant to Section 7.14 when filed in the recording office designated by the Borrower, each such Mortgage shall constitute constitute, a fully perfected legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Loan Borrower Parties in the Mortgaged Vessels Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (subject only to Permitted Encumbrances).
(2) No Mortgage encumbers improved Real Property which is located in a Special Flood Hazard Area (except any Mortgaged Properties as to which Flood Insurance (as required by Regulation H) has been obtained and is in full force and effect as required by this Agreement).
(3) As of the Closing Date, the Macerich Entities (i) have provided Mortgages on all of their Unencumbered Properties (other than Persons holding Liens (x) Raw Land and/or Non-Income Producing Properties, (y) the Specified Unencumbered Property Assets and (z) those Unencumbered Properties identified on Schedule 7.17) and (ii) have pledged under the Pledge Agreement all of the Capital Stock of the Macerich Entities (other than any Capital Stock identified on Schedule 6.29 or other encumbrances Schedule 7.17) that is not prohibited from being pledged to secure the Secured Obligations by any joint venture agreement, ground lease, or rights permitted by financing arrangements applicable to the relevant Mortgage to have priority over Macerich Entities. As of the Obligations)Closing Date, subject to Permitted LiensSchedule III contains a list of certain Raw Land and/or Non-Income Producing Properties of the Macerich Entities.
Appears in 1 contract
Sources: Credit Agreement (Macerich Co)
Security Documents. (a) The Guarantee Security Documents create valid security interests in, and Liens on, the Collateral Agreement is effective purported to create be covered thereby. Except as 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, 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) the Administrative Agent obtaining Control (as defined in the Security Agreement) or possession over those items of Collateral Agentin which a security interest is perfected through Control or possession) perfected security interests and Liens, prior to all other Liens other than Permitted Liens.
(b) Each Vessel Fleet Mortgage in favor of the Mortgage Trustee, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable security interest in Lien on all 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 Collateral 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) 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, and security interest in, all applicable mortgagor’s right, title and interest in and to the whole of the Loan Parties in such Collateral 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, each Vessel Fleet Mortgage shall constitute, as security of the date and time of filing, a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of the Mortgage Trustee for the Obligations (ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as defined amended, having the effect and with the priority provided in the Guarantee and Collateral Agreement)such Act, in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by with respect to the Borrower, each rights of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject pursuant to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee When executed and Collateral delivered, theThe U.S. Pledge Agreement is will beis (subject to (i) the Legal Reservations and (ii) in the case of any UK Credit Party, the UK Registration Requirements) effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesCreditors, a legal, legal and valid and enforceable security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral U.S. Pledge Agreement, when any stock certificates representing such Certificated Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral U.S. Pledge Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedappropriate offices, the Guarantee and Collateral security interest created by the Pledge Agreement shall constitute a fully perfected Lien (subject to the Legal Reservations and, in the case of any UK Credit Party, the UK Registration Requirements and, to the extent such Lien can be perfected by filing, recording, registration under the UCC or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral U.S. Pledge Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by Section 7.38.1, and only to the extent that priority can be obtained by filing under the UCC).
(b) Upon execution and delivery thereof by In the Borrower, each case of the Mortgages shall be effective Pledged Securities described in any Other Pledge Agreement, subject to create (i) the Legal Reservations and (ii) in favor the case of any UK Credit Party, the UK Registration Requirements, when stock certificates (if such Pledged Securities are certificated) are delivered to the Collateral AgentAgent or the UK Security Trustee (to the extent not previously delivered) and all other conditions required in such Other Pledge Agreement are satisfied, for the benefit such Other Pledge Agreement and, where applicable, any signed statement of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein and the proceeds thereof, Pledgor of such Pledged Securities as security for the Obligations (as defined obligations described in the relevant Mortgage)such Other Pledge Agreement, in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensSection 8.1.
Appears in 1 contract
Sources: Credit Agreement (BALL Corp)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction in the United States, when financing statements and other filings specified on Schedule 4.19(a) (which Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date) in appropriate form are filed in the offices specified on Schedule 4.19(a) 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 to the extent provided in such agreement 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon the execution and delivery thereof by the Borrowerthereof, each of the Mortgages shall Foreign Collateral Agreement will be effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When all filings and public recordations described in each Foreign Collateral Agreement are made in the appropriate jurisdictions as described in such Foreign Collateral Agreements, each Foreign 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 described therein, in each case prior and superior in right to any other Person.
(c) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(c), 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 Vessels described therein 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 (other than Persons holding Liens permitted under Section 7.3). Schedule 1.1B lists each interest in real property in the United States owned in fee simple or other encumbrances or rights permitted leased (as lessee) by the relevant Mortgage to have priority over the Obligations)Borrower or any of its Subsidiaries as of December 1, subject to Permitted Liens2002. None of Holdings and its Foreign Subsidiaries owns any real property in fee simple.
Appears in 1 contract
Sources: Credit Agreement (Ifco Systems Nv)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 and proceeds thereof. In the case of the any Pledged Stock described in the Guarantee and Collateral AgreementAgreement that is a certificated security, when any stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and 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) and such other filings as are specified on Schedule 3 and actions contemplated to be made or taken by the Guarantee and Collateral Agreement have been completedare made or taken, the Guarantee and Collateral Agreement shall constitute to the extent contemplated by the Guarantee and Collateral Agreement, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit 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 7.37.02).
(b) Upon execution Each Mortgage that has been executed and delivery thereof delivered by the Borrower, each of the Mortgages shall be a Credit Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels properties described therein and proceeds thereof; , the property description included in each such Mortgage is complete and correct in all material respects and, when the Mortgages are filed in the recording office designated offices specified on Schedule 4.17(b) (or, in the case of Mortgages delivered after the Effective Date, such filing offices as shall be notified by the BorrowerBorrower to the Collateral Agent), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Vessels described therein 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 (other than Persons holding Person, except Liens or other encumbrances or rights permitted by Section 7.02. Schedule 1.01B lists each parcel of real property in the relevant Mortgage United States owned in fee simple by the Borrower or any Subsidiary as of the Effective Date that meets the criteria specified on said Schedule.
(c) The Cash Collateral Agreement that has been executed and delivered by the Borrower is effective to have priority establish "control" within the meaning of Article 8 or Article 9, as the case may be, of the Uniform Commercial Code by the Administrative Agent over the Obligations)Cash Collateral Account.
(d) Each Control Agreement described on Schedule 4.17(d) is, and upon the execution and delivery of any additional Control Agreement required to be entered into pursuant to Section 6.12 and the agreement by each bank or securities intermediary that it will comply with entitlement orders or instructions of the Collateral Agent without further consent of the Borrower, each such additional Control Agreement will be, effective to establish "control" within the meaning of Article 8 or Article 9, as the case may be, of the Uniform Commercial Code by the Collateral Agent over the account subject to Permitted Lienssuch Control Agreement.
Appears in 1 contract
Sources: Letter of Credit Issuance and Reimbursement Agreement (Lucent Technologies Inc)
Security Documents. (a1) The Guarantee and Collateral Pledge Agreement is effective to 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 and proceeds thereof. In , in the case of the Pledged Stock described in the Guarantee and Collateral Agreementenforceability, when subject to Contractual Encumbrances. When any stock certificates certificated securities or promissory notes representing such Pledged Stock Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge Agreement (other than deposit accounts and Collateral Agreementsecurities accounts (and cash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) 6.29 (which financing statements have been duly completed and such other filings as are specified on Schedule 3 delivered to the Guarantee and Collateral Agreement have been completedAgent), the Guarantee and Collateral Lien created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, thereof as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case that is prior and superior in right to any other Person Person. When executed and delivered by the parties thereto, the Account Control Agreements are effective to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Lien, and to establish “control” (exceptas such term is used in Article 9 of the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of the UCC) over, the securities entitlement(s) described therein, as the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)may be.
(b2) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on on, and security interest in, the Mortgaged Vessels Properties described therein and proceeds thereof; thereof subject only to Permitted Encumbrances, and each of the Mortgages when executed and delivered and when filed in the Mortgages are offices specified on Schedule 6.29 shall constitute, or in the case of any Mortgage to be executed and delivered pursuant to Section 7.14 when filed in the recording office designated by the Borrower, each such Mortgage shall constitute constitute, a fully perfected legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Loan Borrower Parties in the Mortgaged Vessels Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (subject only to Permitted Encumbrances).
(3) No Mortgage encumbers improved Real Property which is located in a Special Flood Hazard Area (except any Mortgaged Properties as to which Flood Insurance (as required by Regulation H) has been obtained and is in full force and effect as required by this Agreement).
(4) As of the Closing Date, the Macerich Entities (i) have provided Mortgages on all of their Unencumbered Properties (other than Persons holding Liens (x) Raw Land and/or Non-Income Producing Properties, (y) the Specified Unencumbered Property Assets and (z) those Unencumbered Properties identified on Schedule 7.17) and (ii) have pledged under the Pledge Agreement all of the Capital Stock of the Macerich Entities (other than any Capital Stock identified on Schedule 6.29 or other encumbrances Schedule 7.17) that is not prohibited from being pledged to secure the Secured Obligations by any joint venture agreement, ground lease, or rights permitted by financing arrangements applicable to the relevant Mortgage to have priority over Macerich Entities. As of the Obligations)Closing Date, subject to Permitted LiensSchedule III contains a list of all Raw Land and/or Non-Income Producing Properties of the Macerich Entities.
Appears in 1 contract
Sources: Credit Agreement (Macerich Co)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Funding Parties, a legal, valid and enforceable security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral Agent, Administrative Agent and in the case of (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 4.19(arespective jurisdictions of organization for the Borrower and each Subsidiary Guarantor (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedare made, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified in the respective jurisdictions of organization for the Borrower and each Subsidiary Guarantor and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement and through the delivery of the Pledged Securities required to be delivered on the Closing Date), 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)) to the extent required by the Guarantee and Collateral Agreement.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Funding Parties a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; and when the Mortgages are filed in the appropriate recording office designated by the Borrower, 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 Vessels Properties described therein 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described as defined therein and proceeds thereof. In the case of (i) the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Collateral are delivered to the Administrative Agent, (ii) the UCC Collateral, when financing statements specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), and (iii) the Registered Intellectual Property and such other filings as are specified on Schedule 3 to Exclusively Licensed Material Registered Intellectual Property described in the Guarantee and Collateral Agreement, when (A) the security interests granted in the Guarantee and Collateral Agreement have been completedin Patents, Trademarks, Copyrights and exclusive licenses to the Exclusively Licensed Material Registered Intellectual Property (as these terms are defined in the Guarantee and Collateral Agreement) are recorded in the applicable Intellectual Property registries, including United States Patent and Trademark Office and the United States Copyright Office and (B) when financing statements are filed in such Borrower or Guarantor’s jurisdiction of organization, 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 Borrower and the Guarantors in such Collateral Pledged Collateral, UCC Collateral, Registered Intellectual Property 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 StockCollateral, Liens permitted by Section 7.3)) subject to the Intercreditor Agreement.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage shall constitute a fully perfected Lien offices specified on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Sources: Term Facility Credit Agreement
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereofCollateral Agreement. In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in with the offices specified on Schedule 4.19(aDelaware Secretary of State (which financing statements have been duly completed and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to a short form of the Guarantee and Collateral Agreement have is filed with the United States Patent and Trademark Office and the United States Copyright Office (which short form has been completedduly completed and executed and delivered to the Collateral Agent), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements with the Delaware Secretary of State and the proceeds thereoffiling of such short form with the United States Patent and Trademark Office and the United States Copyright Office, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except Liens permitted by Section 7.3)10.3) to the extent required by the Guarantee and Collateral Agreement.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Sections 4.16 (which have been executed and delivered or for which arrangements satisfactory to the Purchaser for the execution and delivery thereof by the Borrowerhave been made) or 9.8(b), each of the Mortgages such Mortgage shall be effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Vessels mortgaged property described therein and proceeds thereof; and when the Mortgages are such Mortgage is filed in the recording office designated by the BorrowerCompany, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in the Mortgaged Vessels described therein such mortgaged property 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsSection 10.3), subject to Permitted Liens.
Appears in 1 contract
Sources: Note Purchase Agreement (HLTH Corp)
Security Documents. (a) The Guarantee Borrower and Collateral Agreement is effective Lenders each hereby confirm that all references to create the "Credit Agreement" or the "Agreement" in favor any of the Collateral AgentSecurity Documents shall be deemed to be references to the Credit Agreement as amended hereby; that the obligations of Borrower under the Credit Agreement, for as amended hereby, and fees and expenses in connection therewith constitute additional indebtedness, liabilities and obligations of Borrower to Lenders, all of which are secured by the benefit Security Documents, and that all references to "indebtedness" and/or "obligations" secured by such instruments shall be deemed amended to include all obligations of Borrower in respect 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 Collateral 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) and such other filings Credit Agreement 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, 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)amended hereby.
(b) Upon execution Borrower hereby ratifies and delivery thereof by the Borrower, each of the Mortgages shall be effective reaffirms its grant and conveyance to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured PartiesLenders of a security interest in and lien upon all collateral covered by any of the Security Documents. Nothing herein shall be deemed to contravene the release by the Lenders of the Assignment of Life Insurance as Collateral as a Security Document or the release of any claim or right by the Lenders to shares of Data Technology, Inc. held by Borrower.
(c) Borrower and Lenders each hereby confirm that nothing contained herein or done pursuant hereto shall limit or be construed to limit the security interest or lien previously granted by Borrower to Agent for the ratable benefit of the Lenders under any of the Security Documents, or the priority thereof over other liens, encumbrances and security interests. Except as amended hereby, the Security Documents shall remain in full force and effect and Borrower hereby ratifies and confirms the Security Documents in all other respects, including, without limitation, the continuing grant of a legal, valid lien on and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed interest in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Lienscollateral covered thereby.
Appears in 1 contract
Security Documents. (a) The US Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock as defined and described in the US Guarantee and Collateral Agreement, when any stock certificates (in the case of Pledged Stock which is certificated) representing such Pledged Stock are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the US Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.20(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.20(a), the US 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 thereofthereof (except to the extent the same may not be perfected by such delivery or filing), as security for the Obligations (as defined in the US 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 7.38.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be Mortgages, if any, is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages Mortgages, if any, are filed in the recording office designated by the Borrowerproper real estate filing 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights as permitted by the relevant Mortgage Mortgage). Schedule 5.20(b) lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States or Canada and held by any Group Member having a fair market value (together with improvements thereof) of at least $10,000,000.
(c) The Canadian Collateral Agreement is, effective to have priority over create in favor of the ObligationsAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest (or hypothec, if applicable) in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock as defined and described in the Canadian Collateral Agreement, when stock certificates (in the case of Pledged Stock which is certificated) representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Canadian Collateral Agreement, when financing statements and other filings specified on Schedule 5.20(c) in appropriate form are filed in the offices specified on Schedule 5.20(c), subject the Administrative Agent 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 (except to Permitted Liensthe extent the same may not be perfected by such delivery or filing), as security for the Obligations (as defined in the Canadian 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 8.3).
Appears in 1 contract
Security Documents. (a) i. The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 AgreementAgreement 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 any stock certificates representing such Pledged Stock are delivered to the Collateral 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) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute 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 (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, sf-5537426 Liens permitted by Section 7.3). As of the Closing Date, none of the Capital Stock of any Group Members that is a limited liability company or partnership has any Capital Stock that is a Certificated Security.
(b) Upon execution and delivery thereof by the Borrower, each ii. Each of the Mortgages shall be delivered after the Closing Date will be, upon execution, effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by offices for the Borrowerapplicable 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensPerson.
Appears in 1 contract
Security Documents. (a) The Guarantee and Other than during a Suspension Period, the Collateral Agreement is effective to create in favor of the Collateral AgentTrustee, for the benefit of the Secured PartiesAdministrative 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 Guarantee and Collateral Agreement, when any the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock are delivered to the Collateral AgentStock, 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 or have been filed in the offices specified on Schedule 4.19(a) 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, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filings or other action required thereunder 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 StockStock with respect to which the Administrative Agent has control subject to the Intercreditor Agreement (or any other Applicable Intercreditor Agreement) and Collateral Trust Agreement, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral AgentTrustee, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are or have been filed or recorded in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 Vessels described therein 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 (other than Persons holding subject only to permitted Liens or other encumbrances or rights permitted described in Section 7.3 hereof. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by the relevant Mortgage to have priority over Company or any of its Subsidiaries having a value, in the reasonable opinion of the Company, in excess of $15,000,000.
(c) This Agreement and the Obligations constitute an “Other First Lien Agreement” and “Other First Lien Obligations)”, subject to Permitted Liensrespectively, under and as defined in the Intercreditor Agreement.
(d) As of the Closing Date, the Discharge of PP&E Credit Agreement Secured Obligations under and as defined in the Intercreditor Agreement has occurred.
Appears in 1 contract
Sources: Credit Agreement (Tenneco Inc)
Security Documents. (a) The Guarantee Subject to, and upon the entry of, the Financing Orders, the Collateral Agreement is and the Financing Orders are effective to create in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties, Parties described therein) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In Subject to, and upon entry of, the case Interim Financing Order (or the Final Financing Order, when applicable), the Collateral Agent (for the benefit of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral 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(aSecured Parties) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement shall have been completed, 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. The Obligations shall, pursuant to the Interim Financing Order (as defined in or the Guarantee and Collateral AgreementFinal Financing Order, when applicable), be secured by the Liens on the Collateral described in each case prior and superior Section 2.20, which Liens have the priorities described in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)2.20.
(ba) Upon execution The Mortgages, if any, executed and delivery thereof by delivered after the Borrower, each of Closing Date pursuant to the Mortgages Collateral and Guarantee Requirement and the Financing Orders shall 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 all of the Loan Parties’ right, title and interest in and to the Mortgaged Vessels described therein Property thereunder and the proceeds thereof; and . Upon entry of the Interim Financing Order (or the Final Financing Order, when applicable), the Mortgages are filed in Collateral Agent (for the recording office designated by benefit of the Borrower, each Mortgage Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title title, and interest of the Loan Parties in the Mortgaged Vessels described therein Properties that constitute Collateral 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Sources: Superpriority Senior Debtor in Possession Term Loan Agreement (Verso Paper Holdings LLC)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law). In Subject to the terms of Section 5.10(d), in the case of (i) 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 Collateral Administrative Agent, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent of such Collateral, and in the case of (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to by the Guarantee and Collateral Agreement have been completed, 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 thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Liens of any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3except Permitted Liens).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereoftherein; and when the Mortgages are filed or recorded in the recording office offices designated by the Borrower, 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 Vessels Properties described therein and the proceeds thereoftherein, 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 Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over or the ObligationsLoan Documents), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is provisions of the Security Documents are effective to create in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party thereto in the Collateral “Collateral” described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreementtherein, when subject to any Liens permitted by Section 8.3.
(b) When any stock certificates representing such Pledged Stock Collateral are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when proper financing statements or other applicable filings listed in appropriate form are Schedule 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.16, the Guarantee and Collateral U.S. Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of each Loan Party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3.
(c) When 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 Canadian Pledge Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of each Person party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3.
(d) When 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 security interest granted under the U.S. Security Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the U.S. Borrower and those Loan Parties party thereto in the portion of the “Collateral” described therein, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens.
(e) When an Account Control Agreement has been entered into with respect to each Pledged Account of any Loan Party to the U.S. Security Agreement, the U.S. Security Agreement shall constitute a perfected first 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 Party thereto in the Guarantee and Collateral Agreement)portion of the “Collateral” described therein that consists of Pledged Accounts, in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)subject to any Permitted Cash Management Liens.
(bf) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create When proper financing statements or other applicable filings listed in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are Schedule 5.16 have been filed in the recording office designated by offices in the Borrowerjurisdictions listed in Schedule 5.16, each Mortgage the security interest granted under the Canadian Security Agreement and Quebec Security Documents shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Canadian Borrower and those Loan Parties party thereto in the portion of the “Collateral” described therein, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens.
(g) When an Account Control Agreement has been entered into with respect to each Pledged Account (except for Deposit Accounts maintained with a financial institution in any province or territory of Canada, other than Quebec) of any Loan Party to the Canadian Security Documents, the Canadian Security Documents shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Party thereto in the Mortgaged Vessels portion of the “Collateral” described therein and the proceeds thereofthat consists of Pledged Accounts (except for Deposit Accounts maintained with a financial institution in any province or territory of Canada, as security for the Obligations (as defined in the relevant Mortgageother than Quebec), in 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 to have priority over the Obligations)Person, subject to any Permitted Cash Management Liens.
(h) When 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 Canadian Security Documents shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the Loan Party thereto in the portion of the “Collateral” described therein that consists of Pledged Accounts consisting of Deposit Accounts maintained with a financial institution in any province or territory of Canada, other than Quebec, prior and superior in right to any other Person, subject to any Permitted Cash Management Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent or the Collateral Agent, for as the benefit of the Secured Partiescase may be, a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereofavailable under the UCC. In the case As of the Pledged Stock described Amendment/Restatement Effective Date, Schedule 3.17(a) lists all of the filing jurisdictions in which UCC-1 Financing Statements are required to be filed pursuant to the Guarantee and Collateral Agreement, when any stock certificates representing . Upon filing of such Pledged Stock are delivered to the Collateral 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) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedUCC-1 Financing Statements, the Guarantee and Collateral Agreement shall constitute creates a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent available under the UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, subject to Permitted Encumbrances or as otherwise permitted by Section 6.3, 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)Person.
(ba) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; and when . As of the Mortgages are filed in Amendment/Restatement Effective Date, Schedule 3.17(b) lists the recording office designated by the Borrower, location of each Mortgaged Property. Each Mortgage shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described Properties referred to therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case case, subject to Permitted Encumbrances, prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensPerson.
Appears in 1 contract
Sources: Credit Agreement (SPX Corp)
Security Documents. (a) The Each of the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law). In Subject to the terms of Section 5.10(d), in the case of (i) 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 or the PPSA) are delivered to the Collateral AgentAgent (or an agent or bailee of the Collateral Agent for such purpose), (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent (or an agent or bailee of the Collateral Agent for such purpose) of such Collateral, and in the case of (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to by the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement have been completed, each of the Guarantee and Collateral Agreement and the Canadian 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 thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement), in each case prior and superior in right to the Liens of any other Person (except, in subject to the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3Intercreditor Agreements and except for Permitted Liens).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereoftherein; and when the Mortgages are filed or recorded in the recording office offices designated by the ABL Administrative Borrower, 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 Vessels Properties described therein and the proceeds thereoftherein, 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 Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over or the ObligationsLoan Documents), subject to Permitted Liens.
Appears in 1 contract
Security Documents. At any time that an Investment Grade Suspension Period is not in effect:
(a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 Collateral AgentAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.20(a) in appropriate form are filed in the offices - 77 - specified on Schedule 4.19(a4.20(a) and such other filings as are specified on Schedule 3 together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the Guarantee and Collateral Agreement requirements set forth in Section 5.9 have been completedcomplied with, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (except for registration of and application for Intellectual Property filed outside the proceeds thereofUnited States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, 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, except (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.37.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the extent required by the Guarantee and Collateral Agreement.
(b) Upon execution and delivery thereof by To the Borrowerextent applicable, each of the Mortgages shall be Mortgages, if any, entered into pursuant to Section 5.9(d) is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels property described therein and proceeds thereof; therein, and when the Mortgages are filed in the recording office designated by the Borrowerappropriate 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 Vessels described therein and the proceeds thereofsubject property, 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 Persons holding except Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsSection 7.2), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Teradyne, Inc)
Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, to secure the Sharing Obligations (including the Obligations). In the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the First Lien Credit Agent, as agent and bailee for the Collateral AgentTrustee, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a6.30(a)-1 (which financing statements may be filed by the Collateral Trustee) at any time and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Security Agreement have been completedcompleted (all of which filings may be filed by the Collateral Trustee) at any time, the Guarantee and Collateral 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 and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Sharing Obligations, in each case prior and superior in right to any other Person (except, in except Permitted Liens). Schedule 6.30(a)-2 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) remains on file on the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)Closing Date.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds and products thereof, to secure the Sharing Obligations (including the Obligations); and when the Mortgages Mortgage Amendments are filed in the offices specified on Schedule 6.30(b) (in the case of Mortgage Amendments to be executed and delivered on the Closing Date or on the closing date of any Specified Acquisition (as applicable)) or in the recording office designated by the BorrowerBorrower (in the case of any Mortgage to be executed and delivered pursuant to Section 7.14(b)), 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 Vessels Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage)Sharing Obligations, in 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 to have priority over Mortgage);
(c) Notwithstanding that the aggregate principal amount of the Loans hereunder exceeds the aggregate principal amount of “Loans” under the Existing Term Loan Agreement and any other changes from the Existing Term Loan Agreement reflected herein, from and after the Effective Date:
(i) this Agreement replaces or refinances the Existing Term Loan Agreement and constitutes the “Credit Agreement” (as defined in each of the Security Agreement, the Mortgages and the Guaranty) and the “Secured Lien Term Loan Agreement” (as defined in the Collateral Trust Agreement);
(ii) the Obligations constitute the “Secured Lien Term Loan Obligations” (as defined in the Collateral Trust Agreement), subject to Permitted Liens; and
(iii) the Administrative Agent constitutes the “Second Lien Term Loan Agent” (as defined in the Collateral Trust Agreement) and the “Administrative Agent” (as defined in the Security Agreement and the Guaranty) and the “Collateral Trustee” (as defined in the Mortgages).
Appears in 1 contract
Sources: Term Loan Agreement (Venoco, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 and (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds thereofof any such item of Collateral). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral AgentAgent (or, and in the case of Pledged Securities that are ABL Facility First Priority Collateral, the collateral agent under the ABL Facility Agreement) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 4.17 are made (or, in the Guarantee and case of other Collateral Agreement have been completednot in existence on the Closing Date, such other filings as may be appropriate), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the proceeds thereofother filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement.
(b) Upon the execution and delivery thereof by the Borrowerof any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the Mortgages such Mortgage shall be effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Vessels Property described therein and proceeds 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) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the recording office designated by the BorrowerBorrower and all relevant mortgage taxes and recording charges are duly paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in the such Mortgaged Vessels described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensMortgage.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether such enforcement is sought in a proceeding at law or in equity). 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 Collateral AgentAdministrative Agent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (to the extent that a security interest in such other Collateral can be perfected by filing), when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement all applicable fees have been completedpaid, 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), ) (to the extent that a security interest in each case prior and superior in right to any such other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted can be perfected by Section 7.3filing).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principals (whether such enforcement is sought in a proceeding at law or in equity), and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 5.19(b) and all applicable fees have been paid, 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 Vessels described therein 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 (other than Persons holding except Liens or other encumbrances or rights permitted by Section 8.03). Schedule 1.01(b) lists each parcel of real property in the relevant Mortgage to have priority over United States owned in fee simple by the Obligations), subject to Permitted LiensBorrower or any of its Subsidiaries as of the Closing Date.
Appears in 1 contract
Security Documents. (a) The Amended and Restated Guarantee and Collateral Agreement is effective to 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 and proceeds thereof, subject to the following sentence. In the case of the Pledged Stock described in the Amended and Restated Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Amended and Restated Guarantee and Collateral Agreement, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.19(a), the Amended and Restated Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent that a security interest may be so perfected under applicable laws by so filing at the offices specified on Schedule 5.19(a)), 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 Amended and Restated 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 StockCollateral, Liens permitted by Section 7.38.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 5.19(b), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted Person. Schedule 1.1(a) lists, as of the Original Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage to have priority over Borrower or any of its Subsidiaries that has a value, in the Obligations)reasonable opinion of the Borrower, subject to Permitted Liensin excess of $500,000.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding 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 Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreementproducts thereof and, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.21(a) (which financing statements may be filed by Agent) at any time and such other filings as are specified on Schedule 3 1 to the Guarantee and Collateral Security Agreement have been completedcompleted (all of which filings may be filed by Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security 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 7.3except Permitted Liens).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds and products thereof; and when the Mortgages are filed in the offices specified on Schedule 3.21(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by Borrower (in the Borrowercase of any Mortgage to be executed and delivered pursuant to Section 5.11(b)), 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 Vessels Properties described therein and the proceeds and products thereof, 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 Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligationsor this Credit Agreement), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee Security Agreement and Collateral the Pledge Agreement is are each effective to 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 and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Pledge Agreement or the Security Agreement, as applicable, when any stock certificates representing such Pledged Stock are delivered to the Collateral AgentAgent (together with a properly completed and signed stock power or endorsement), the Pledge Agreement or Security Agreement, as applicable, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings, the Borrower or the Tax Equity HoldCos, as applicable, in such Pledged Stock and the proceeds thereof, as security for the Secured Obligations (as defined in the Pledge Agreement or Security Agreement, as applicable), and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.28(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) 4.28(a), and such with respect to other filings as are specified on Schedule 3 to property that can be perfected by control, upon execution of the Guarantee and Collateral Depositary Agreement have been completedby each of the parties thereto, the Guarantee Security Agreement and Collateral the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower, Holdings or Tax Equity HoldCos in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee and Collateral Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted that pursuant to any applicable Governmental Rule are entitled to a higher priority than the Liens created by Section 7.3the Security Documents).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be Each Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Property described therein and proceeds thereof; , and when the Mortgages are each Mortgage is filed in the recording office designated by the Borrowerspecified on Schedule 4.28(b), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower or applicable Project Company in the Mortgaged Vessels described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (Person, other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to arising under Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 Collateral 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 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, 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, except Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels 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 or prior to the Effective Date) or in the recording office designated by the BorrowerBorrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), 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 Vessels Properties described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over Mortgage). Schedule 1.1B lists, as of the Obligations)Closing Date, subject to Permitted Lienseach parcel of owned real property and each leasehold interest in real property located in the United States and held by the Parent/Affiliate Guarantors or any of their Subsidiaries.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 having been delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are having been filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have having been duly completed, the Guarantee and Collateral Agreement shall constitute 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). Notwithstanding the foregoing, it is understood that fixture filings are not being made in respect of Tower locations which are not Mortgaged Properties.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; . Upon
(i) the filing of the Mortgage Assignments and when Mortgage Amendments in the appropriate recording office (in the case of the Mortgages are filed executed and delivered prior to the Effective Date) or the filing of the Mortgages in the recording office designated by the BorrowerBorrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.9), each Mortgage shall constitute constitute, or shall continue to constitute, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels Properties described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesAgents and 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 Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Security 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 such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed), the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Subsidiary Guarantors in such Collateral and the proceeds thereof, in each case to the extent a Lien on the relevant Collateral may be perfected by taking any of the actions of the type referred to in this paragraph (a), as security for the Secured Obligations (as defined in the Guarantee and Collateral Security Agreement), in each case prior and superior in right to any other Person (except, in except for Prior Liens and other Liens expressly permitted to exist on such type of property by the case terms of Collateral other than Pledged Stock, Liens permitted by Section 7.3the Security Agreement).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be The Securities Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesAgents and the Lenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Vessels Collateral described therein and proceeds thereof; . In the case of the Pledged Stock described in the Securities Pledge 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 Security Agreement, when the Mortgages financing statements and other filings specified on Schedule 4.19(b) in appropriate form are filed in the recording office designated by offices specified on Schedule 4.19(b), the Borrower, each Mortgage Securities Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Holdco in the Mortgaged Vessels described therein such Collateral and the proceeds thereof, in each case to the extent a Lien on the relevant Collateral may be perfected by taking any of the actions of the type referred to in this paragraph (b), as security for the Secured Obligations (as defined in the relevant MortgageSecurity Pledge Agreement), in each case prior and superior in right to any other Person (other than Persons holding except for Liens or other encumbrances or rights expressly permitted to exist on such type of property by the relevant Mortgage terms of the Securities Pledge Agreement).
(c) Each of the Mortgages is effective to have priority over create in favor of the Obligations)Administrative Agent, subject to Permitted Liens.for the benefit of the Lenders, 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
Appears in 1 contract
Security Documents. (a) 3. The Guarantee and Collateral Agreement is effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when any stock certificates representing such Pledged Stock Securities are delivered to the Collateral AgentTrustee and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), and (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described in the Guarantee and Collateral Agreementtherein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations).
(a) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. 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), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement)hereunder, in each case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by Section 7.3the grantors after the Closing Date).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Vessels Property described therein and proceeds thereof; thereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and when other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the recording office designated by the Borroweroffices 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 Loan Parties grantors thereof in the such Mortgaged Vessels described therein Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person (except the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Priority Lien Obligations). Notwithstanding any other provision of this Agreement or any other Loan Document, subject the Borrower does not and shall not make any representation or warranty under this Section 3.19 during or related to Permitted Liensany Collateral Release Period.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable 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 (as defined in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when any stock certificates representing such the Pledged Stock are delivered to (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Collateral Agent, and in the case of the other Collateral described Pledged Debt Securities (as each such term is defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent together with the proper endorsements, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Stock and Pledged Debt Securities to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such security interest, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a) and such other filings as are specified on Schedule 3 to all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral and the proceeds thereof(other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.36.02 and with respect to Collateral consisting of Investment Property (as defined in the UCC).
(b) Upon execution With respect to the Intellectual Property (as defined in the Guarantee and delivery thereof by Collateral Agreement) in which Terex, the Borrower, each of Subsidiary Guarantors and the Mortgages shall be effective Collateral Agent have agreed that the Collateral Agent may record the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to create in favor of Terex and the Collateral Agent) with the United States Patent and Trademark Office (the “Perfection Intellectual Property”), for upon the benefit recordation of the Secured PartiesGuarantee and Collateral Agreement (or such short-form security agreement) with the United States Patent and Trademark Office and the payment of all applicable fees, a legal, valid and enforceable Lien on together with the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are financing statements in appropriate form filed in the recording office designated by offices specified on Schedule 3.19(a), the Borrower, each Mortgage Lien created under the Guarantee and Collateral Agreement in the Perfection Intellectual Property shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein and Perfection Intellectual Property to the proceeds thereof, as extent that a security for the Obligations (as defined interest may be perfected by filing in the relevant Mortgage)United States and its territories and possessions, in each case prior and superior in right to any other Person person.
(other than Persons holding Liens or other encumbrances or rights permitted by c) The Mortgages are effective to create in favor of the relevant Mortgage to have priority over the Obligations)Collateral Agent, subject to Permitted Liensthe exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured 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(c) and all applicable fees have been paid, 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 each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.
Appears in 1 contract
Sources: Credit Agreement (Terex Corp)
Security Documents. (a) The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to 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 and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when any stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests 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 AgreementAgreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.19, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute 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 (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in except Liens permitted by Section 8.3). In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral 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, prior and superior to any other than Pledged Stock, Liens permitted by Section 7.3)Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be (if any) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified therein, 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 Vessels described therein 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 (other than Persons holding except Liens or other encumbrances or rights permitted by Section 8.3). Schedule 5.19(b) lists, as of the relevant Mortgage to have priority over Closing Date, each parcel of owned real property and each leasehold interest in real property located in the Obligations)United States and held by the Borrower or any of its Subsidiaries that has a value, subject to Permitted Liensin the reasonable opinion of the Borrower, in excess of $5,000,000.
Appears in 1 contract
Sources: Credit Agreement (Intersil Corp/De)
Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Collateral Agent, Trustee (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 each of the Pledged Stock described in the Guarantee Administrative Agent and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral Agent, Trustee has been authorized (and in the case is hereby authorized) to make all filings of the other Collateral described in the Guarantee UCC-1 and Collateral Agreement, when as-extracted collateral financing statements in the appropriate form are filed filing office necessary or desirable to fully perfect the Collateral Trustee’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the offices specified on Schedule 4.19(aappropriate filing office, and (ii) and such other filings as are specified on Schedule 3 with respect to the Guarantee and security interest created in the Collateral Agreement have been completedpursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the Guarantee and taking of possession by the Collateral Agreement shall Trustee of any such Collateral which may be perfected by possession), such security interests will constitute a fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein (subject to Permitted Liens) that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptappropriate filing office or by delivery, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)possessory Collateral.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall Mortgages, when executed and delivered, will be effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Vessels Material Real Property described therein and proceeds thereof; and when the Mortgages are filed such security interests will constitute, upon such Mortgage being recorded in the recording office designated by the Borrowerappropriate filing offices, 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 Vessels described therein and the proceeds thereof, as security for the Obligations first priority liens (as defined in the relevant Mortgage), in 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 to have priority over the Obligations), subject to Permitted Liens) on such Material Real Properties.
Appears in 1 contract
Sources: Term Loan and Guaranty Agreement (Par Pacific Holdings, Inc.)
Security Documents. (a) The Guarantee and Unless the Collateral Release Date shall have occurred, each Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and (in the case of (i) any Irish Subsidiary Loan Party, once registered or recorded in compliance with the provisions of section 409 of the Irish Companies Act and (ii) the Luxembourg Pledge Agreements, once recorded in accordance with the provisions of the law of 5 August 2005 on financial collateral arrangements, to the extent applicable) enforceable security interest in the Collateral described therein and proceeds thereof, subject to applicable bankruptcy, insolvency, reorganization, examinership, 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 Unless the Collateral Release Date shall have occurred, in the case of the Pledged Stock described in the Guarantee and Collateral AgreementEquity Interests, when any stock certificates representing such Pledged Stock Equity Interests are delivered to the Collateral AgentAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and U.S. Collateral Agreement, when financing statements and other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed3.19(a), the Guarantee and U.S. Collateral Agreement shall constitute 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 thereofthereof to the extent required pursuant to the U.S. Collateral Agreement, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockEquity Interests, Liens permitted by Section 7.36.02).
(b) Upon execution and delivery thereof by Unless the BorrowerCollateral Release Date shall have occurred, each of the Mortgages shall be Mortgages, when granted, is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and (in the case of any Irish Subsidiary Loan Party, once registered or recorded in compliance with the provisions of section 409 of the Irish Companies Act) enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected give appropriate notice to third parties of the existence of such Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein Properties and the proceeds thereof, 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 Persons holding subject to Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensSection 6.02.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock and promissory notes representing such Pledged Notes are delivered to the Collateral AgentAdministrative Agent (together with a properly completed and signed stock power, note power or endorsement, as applicable), and in the case of the other Collateral (other than Specified Collateral) described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed4.20(a), 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.37.1).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall when filed will be effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.20(b), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations)Person, and in each case subject to Permitted Liens. Schedule 1.1B lists, as of the Closing Date, each parcel of owned 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 $1,500,000.
Appears in 1 contract
Sources: Credit Agreement (Logan's Roadhouse of Kansas, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the (i) Pledged Stock described in the Guarantee and Collateral AgreementEquity Interests represented by certificates, (x) when any stock such certificates representing such Pledged Stock are delivered to the Collateral AgentAdministrative Agent or (y) when financing statements in appropriate form are filed in the offices specified on Schedule 3.17(a), and in the case of (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 4.19(a3.17(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Lien 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 Loan Parties in such Collateral and the proceeds thereofand products thereof (in the case of the Collateral described in clause (ii), to the extent perfection can be obtained by such filings), as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case 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 other than Pledged Stockcollateral constituting Equity Interests, Liens permitted by Section 7.3Permitted Equity Liens).
(b) Upon execution and delivery thereof by the BorrowerSubject to Section 4.01(n)(i), each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds 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, 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 Vessels Properties described therein and the proceeds and products thereof, as security for the Obligations “Secured Obligations” or other corresponding term (as defined in the relevant Mortgage), in 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 to have priority over the Obligations)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 thereto, and will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral subject thereto, 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).
Appears in 1 contract
Sources: Credit Agreement (Compass Minerals International Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereofCollateral Agreement. In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 4.17 are made, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 4.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to any other Person (except (i) Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement have been completedAgreement.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Guarantee Collateral Agent for the benefit of the Secured Parties a legal, valid and Collateral Agreement enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein mortgaged property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Each of the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law). In Subject to the terms of Section 5.10(d), in the case of (i) 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 or the PPSA) are delivered to the Collateral AgentAgent (or an agent or bailee of the Collateral Agent for such purpose), (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent (or an agent or bailee of the Collateral Agent for such purpose) of such Collateral, and in the case of (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to by the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement have been completed, each of the Guarantee and Collateral Agreement and the Canadian 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 thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement), in each case prior and superior in right to the Liens of any other Person (except, in subject to the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3Intercreditor Agreements and except for Permitted Liens).
. (b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereoftherein; and when the Mortgages are filed or recorded in the recording office offices designated by the Borrower, 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 Vessels Properties described therein and the proceeds thereoftherein, 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 Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over or the ObligationsLoan Documents), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The U.S. Guarantee and Collateral Agreement is and the Canadian Security Agreement are effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the extent provided by the U.S. Guarantee and Collateral Agreement and the Canadian Security Agreement. In the case of the Pledged Stock described in the Guarantee and Collateral AgreementSecurity Documents, when any stock certificates representing such Pledged Stock are delivered to the Collateral AgentAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.18(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.18(a) (in each case, as such schedule may be amended or supplemented by amendments and such other filings as are specified on Schedule 3 supplements to the U.S. Guarantee and Collateral Agreement Agreemend or the Canadian Security Agreement) and other actions specified in the applicable Security Document have been completedtaken, the Guarantee and Collateral Agreement relevant Security Document 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 Agreementtherein), 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)) to the extent provided by the applicable Security Document.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.18(b), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted Person. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the relevant Mortgage to have priority over Company or any of its Subsidiaries that has a value, in the Obligations)reasonable opinion of the Borrowers, subject to Permitted Liensin excess of $15,000,000.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Each Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties secured thereby, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In and, when certificates or promissory notes representing the case of the Pledged Stock described Collateral (as defined in the Guarantee and Collateral applicable Pledge Agreement, when any stock certificates representing such Pledged Stock ) are delivered to the Collateral Agent and the other actions specified in such Pledge Agreement have been taken, each such Pledge Agreement will constitute a duly perfected first priority Lien on, and security interest in, all right, title and interest of each Pledgor thereunder in such Collateral, in each case prior and superior in right to any other person, subject to the agreements listed in Schedule 3.08.
(b) Each Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties secured thereby, a legal, valid and enforceable security interest in the case of the other Collateral described in the Guarantee and Collateral Agreementtherein and, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) the schedules to each such Security Agreement and the other actions specified in such other filings as are specified on Schedule 3 to the Guarantee and Collateral Security Agreement have been completedtaken, the Guarantee and Collateral each such Security Agreement shall will constitute a fully duly perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors thereunder in such Collateral and, to the extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, 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 (exceptperson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.3)6.02 and by the Existing Credit Agreement.
(bc) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be Each Mortgage is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties secured thereby, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Vessels described Properties thereunder and, to the extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof; , and when each such Mortgage is filed in the Mortgages offices specified on the schedules thereto, when financing statements in appropriate form are filed in the recording office designated offices specified on the schedules thereto and when the other actions required by applicable law and specified on the Borrowerschedules thereto have been taken, each Mortgage shall will constitute an enforceable mortgage Lien on, and duly 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- 306 of the Uniform Commercial Code, 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 Liens expressly permitted by Section 6.02 and by the Existing Credit Agreement.
(d) The Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties secured thereby, a legal, valid and enforceable security interest in the Collateral described therein, and when financing statements in appropriate form are filed in the offices specified in the schedules thereto 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 duly perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and, to the Mortgaged Vessels described extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, 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 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 the Pledgors after the date hereof), other than Persons holding with respect to the rights of persons pursuant to Liens or other encumbrances or rights expressly permitted by Section 6.02 and by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensExisting Credit Agreement.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement (as amended on the date hereof) is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are Equity Interests and related transfer powers were delivered to the Collateral 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 in appropriate form are were filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 4.19 to the Guarantee and Collateral Agreement have been completedextent that a security interests therein can be perfected by the filing of a financing statement, the Guarantee and Collateral Agreement shall constitute constituted, and on the Effective Date continues to 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, in the case of Collateral other than Pledged StockEquity Interests, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by Subject to the BorrowerReservations, each of the Mortgages shall be UK Second Charge Over Shares is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Vessels Collateral described therein and proceeds and products thereof; and when . In the Mortgages are filed case of the Pledged Equity Interests described in the recording office designated by UK Second Charge Over Shares, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the BorrowerAdministrative Agent (or the 19 Administrative Agent acting as an agent, each Mortgage for purposes of perfection, of the Administrative Agent), the UK Second Charge Over Shares shall (subject to the Reservations) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Holdings in the Mortgaged Vessels described therein such Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageUK Second Charge Over Shares), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by in favor of the relevant Mortgage to have priority over the Obligations19 Administrative Agent), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee Security Agreement, upon execution and Collateral Agreement is effective to delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof. In , in which a security interest may be perfected under the case Virginia Uniform Commercial Code as in effect at the relevant time by filing of financing statements or obtaining control or possession, and the Pledged Stock described Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements and grants of security in Intellectual Property, the Guarantee execution of appropriate control agreements and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered delivery of certificated securities and instruments to the Collateral 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) 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, 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 AgreementCollateral), in each case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, with respect to Liens permitted by Section 7.3)7.2.
(b) Upon The Pledge Agreement, upon execution and delivery thereof by the Borrowerparties thereto, each of the Mortgages shall be effective to will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Vessels described therein Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof; and , and, when such Collateral is delivered to the Mortgages are filed Administrative Agent, together with stock powers duly executed in blank, the recording office designated by the Borrower, each Mortgage Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in the Mortgaged Vessels described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case prior and superior in right to any other Person Person.
(c) Schedule 4.20 lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Domestic Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Domestic Subsidiaries have good and marketable title in all the real property set forth on Schedule 4.20 and specified as owned real property, and such real property is free and clear of all Liens other than Persons holding Liens or other encumbrances or rights permitted the company headquarters of the Borrower which is subject to a Lien in favor of the Administrative Agent.
(d) Schedule 4.20 lists completely and correctly as of the Closing Date all real property leased by the relevant Mortgage to Borrower and the Domestic Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Domestic Subsidiaries have priority over valid leases in all the Obligations), subject to Permitted Liensreal property set forth on Schedule 4.20 and specified as leased real property.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein (including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral Agent, Agent and in the case of (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 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completeda fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date (or after the Fourth Amendment Effective Date, as applicable, pursuant to Section 6.12), 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 Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds 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) and the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein mortgaged property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 and proceeds and products thereof. In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock Equity Interests and related transfer powers are delivered to the Collateral 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 in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 4.19, to the Guarantee and Collateral Agreement have been completedextent that a security interest therein can be perfected by the filing of a financing statement in such offices, 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, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Equity Interests, Liens permitted by Section 7.3).
(b) Subject to the Reservations, each of the UK Security Documents is effective to 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 and proceeds and products thereof. In the case of the Pledged Equity Interests described in each of the UK Security Documents, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Collateral Agent, and in the case of the other Collateral described in each of the UK Security Documents, when the filings specified on Schedule 4.19 in appropriate form are filed in the offices or registers specified on Schedule 4.19 to the extent that a security interests therein can be perfected by any such filing and all notices required to be served under such UK Security Documents are duly served before any competing notice comes into effect, each of the UK Security Documents shall (subject to the Reservations) 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 (as defined in each of the Guarantee and Collateral AgreementUK Security Documents), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockEquity Interests, Liens permitted by under Section 7.37.3 and except in relation to the shares of Capital Stock of any Subsidiary formed and existing under laws of England and Wales if and to the extent that the pledge of such shares is prohibited pursuant to the applicable governing or other joint venture documents as in effect as of the Restatement Date).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (CKX, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 Collateral AgentAdministrative Agent (together with a properly completed and signed stock power or endorsement), 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 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, 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 to the extent security interests in such Collateral can be perfected by delivery of such Pledged Stock or the filing of financing statements, as applicable, 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) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 Vessels described therein Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right of first priority, subject only to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by Section 7.3. Schedule 1.1B lists, as of the relevant Mortgage to have priority over Closing Date, each parcel of owned real property located in the Obligations)United States and held by the Borrower or any of its Restricted Subsidiaries that has a value, subject to Permitted Liensin the reasonable opinion of the Borrower, in excess of $15,000,000.
Appears in 1 contract
Sources: Credit Agreement (AOL Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesAdministrative 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 Guarantee and Collateral AgreementStock, when any the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock are delivered to the Collateral AgentStock, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than any Intellectual Property constituting Collateral), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 4.19(a) ), and, in the case of Intellectual Property constituting Collateral, when financing statements and such other filings as are specified on Schedule 3 4.19(a) in appropriate form are or have been filed in the appropriate offices and, to the Guarantee and Collateral Agreement extent UCC filings are insufficient under applicable Law to perfect the security interest therein, appropriate filings have been completedfiled with the United States Patent and Trademark Office or United States Copyright Office, as applicable, 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 party thereto in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filings or other action required thereunder 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) Upon execution and delivery thereof by the Borrower, each [reserved].
(c) Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are or have been filed or recorded in the recording office designated by the Borrowerappropriate offices, each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights subject only to permitted L▇▇▇▇ described in Section 7.3 hereof. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by the relevant Mortgage to have priority over Company or any of its Subsidiaries having a fair market value, in the Obligations)reasonable opinion of the Company, subject to Permitted Liensin excess of $10,000,000.
Appears in 1 contract
Sources: Credit Agreement (Rapid7, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction in the United States, 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 such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed), the Guarantee and Collateral Agreement shall to the extent provided in such agreement 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section subsection 7.3).
(b) Upon the execution and delivery thereof by the Borrowerthereof, each of the Mortgages shall Foreign Collateral Agreement will be effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When all filings and public recordations described in each Foreign Collateral Agreement are made in the appropriate jurisdictions as described in such Foreign Collateral Agreements, each Foreign 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 described therein, in each case prior and superior in right to any other Person.
(c) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(c), 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 Vessels described therein 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 (other than Persons holding Liens permitted under subsection 7.3). Schedule 1.1B lists each interest in real property in the United States owned in fee simple or other encumbrances or rights permitted leased (as lessee) by the relevant Mortgage to have priority over Borrower or any of its Subsidiaries as of the Obligations)Closing Date which ownership or leasehold interest, subject to Permitted Liensas of such date, has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.
Appears in 1 contract
Sources: Credit Agreement (Ifco Systems Nv)
Security Documents. (a) The Guarantee and Collateral Agreement is provisions of the Pledge Agreements will be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral pledged securities described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreementthereof and, when any stock certificates and notes representing or constituting such Pledged Stock pledged securities are delivered to the Collateral Administrative Agent, and in the case each 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) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement Pledge Agreements shall constitute a fully perfected Lien first 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 pledgor party therein 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)pledged securities described therein.
(b) Upon execution and delivery thereof by the Borrower, each The provisions of the Mortgages shall will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on all of the right, title and interest of the Borrower in the mortgaged property described therein. Such Mortgages, when recorded in the appropriate recording office, will constitute perfected first liens on, and security interest in, such mortgaged property (subject to exceptions in the relevant title insurance policy delivered on the Closing Date).
(c) The provisions of the Security Agreements will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, Administrative Agent a legal, legal and valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties Borrower and each of the Borrower's Subsidiaries in the Mortgaged Vessels Collateral described therein therein, and when the proceeds thereoffinancing statements referred to in Schedule 5.22 have been filed and recorded in the offices in the jurisdictions listed in Schedule 5.22 under the names set forth in Schedule 5.22, as security the Administrative Agent, for the Obligations (as defined ratable benefit of the Lenders, shall have a fully perfected first priority security interest in all right, title and interest of the relevant MortgageBorrower and each of its Subsidiaries in such Collateral to the extent such security interests can be perfected by filing of financing statements and subject to Liens permitted under subsection 8.3(f), in 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 to have priority over the Obligationsg), subject to Permitted Liens(h) and (j).
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, to secure the Sharing Obligations (including the Obligations). In the case of the Pledged Stock described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the First Lien Credit Agent, as agent and bailee for the Collateral AgentTrustee, and in the case of the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a6.30(a)-1 (which financing statements may be filed by the Collateral Trustee) at any time and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Security Agreement have been completedcompleted (all of which filings may be filed by the Collateral Trustee) at any time, the Guarantee and Collateral 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 and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Sharing Obligations, in each case prior and superior in right to any other Person (except, in except Permitted Liens). Schedule 6.30
(a) 2 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) remains on file on the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)Closing Date.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds and products thereof, to secure the Sharing Obligations (including the Obligations); and when the Mortgages Mortgage Amendments are filed in the offices specified on Schedule 6.30(b) (in the case of Mortgage Amendments to be executed and delivered on the Closing Date or on the closing date of any Specified Acquisition (as applicable)) or in the recording office designated by the BorrowerBorrower (in the case of any Mortgage to be executed and delivered pursuant to Section 7.14(b)), 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 Vessels Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage)Sharing Obligations, in 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 to have priority over Mortgage);
(c) Notwithstanding that the aggregate principal amount of the Loans hereunder exceeds the aggregate principal amount of "Loans" under the Existing Term Loan Agreement and any other changes from the Existing Term Loan Agreement reflected herein, from and after the Effective Date:
(i) this Agreement replaces or refinances the Existing Term Loan Agreement and constitutes the "Credit Agreement" (as defined in each of the Security Agreement, the Mortgages and the Guaranty) and the "Secured Lien Term Loan Agreement" (as defined in the Collateral Trust Agreement);
(ii) the Obligations constitute the "Secured Lien Term Loan Obligations" (as defined in the Collateral Trust Agreement), subject to Permitted Liens; and
(iii) the Administrative Agent constitutes the "Second Lien Term Loan Agent" (as defined in the Collateral Trust Agreement) and the "Administrative Agent" (as defined in the Security Agreement and the Guaranty) and the "Collateral Trustee" (as defined in the Mortgages).
Appears in 1 contract
Sources: Term Loan Agreement (Venoco, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in Part II.A. of Schedule 4 to the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock Stock, together with stock powers duly executed in blank, are delivered to the Collateral 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 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)) to the extent that the aforementioned Lien on the Collateral can be perfected through the filing of UCC financing statements or through the “control” of Pledged Stock and Pledged Notes, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock and Pledged Notes, Liens permitted by Section 7.38.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 5.19(b), each such Mortgage shall constitute a fully perfected valid mortgage Lien enforceable against third parties on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Vessels described therein 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 as permitted by such Mortgage). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by Hanover or any of its Subsidiaries (other than Persons holding Liens or other encumbrances or rights permitted by Unrestricted Subsidiaries) that has a value, in the relevant Mortgage to have priority over the Obligations)reasonable opinion of HCLP, subject to Permitted Liensin excess of $1,000,000.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 and (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds thereofof any such item of Collateral). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral AgentAgent (or, and in the case of Pledged Securities that are ABL Facility First Priority Collateral, the collateral agent under the ABL Facility Agreement) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to 4.17 are made (or, in the Guarantee and case of other Collateral Agreement have been completednot in existence on the Closing Date, such other filings as may be appropriate), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the proceeds thereofother filings specified on Schedule 4.17 (or, in the case of other Collateral not in #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3)7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement.
(b) Upon the execution and delivery thereof by the Borrowerof any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the Mortgages such Mortgage shall be effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable Lien on the Mortgaged Vessels Property described therein and proceeds 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) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the recording office designated by the BorrowerBorrower and all relevant mortgage taxes and recording charges are duly paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in the such Mortgaged Vessels described therein Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject only to any other Person (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensMortgage.
Appears in 1 contract
Sources: Credit Agreement (Revlon Inc /De/)
Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesAgent and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein (other than in respect of Collateral Real Estate Interests) and proceeds the Proceeds thereof. In the case of the Pledged Stock Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Stock Securities are delivered to the Collateral Agent, and in the case of the other Collateral (other than in respect of Collateral Real Estate Interests) described in the Guarantee and Collateral Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 Exhibit C of the Security Agreement (to the Guarantee and Collateral Agreement have been completedextent that perfection is accomplished by such filings), the Guarantee and Collateral Security Agreement shall constitute will create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds Proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior free and superior in right to any other Person (except, in the case clear of Collateral all Liens other than Pledged Stock, Liens permitted by Section 7.3)Permitted Liens.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesAgent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds the Proceeds thereof; , and when the Mortgages and related fixture filings are filed in the recording office designated offices specified on Exhibit E (to the extent that perfection is accomplished by the Borrowersuch filings), 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 Vessels described therein Properties and the proceeds Proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior free and superior in right to any other Person (clear of Liens other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Penn Traffic Co)
Security Documents. (a) The Guarantee Security Documents create valid security interests in, and Liens on, the Collateral Agreement is effective purported to create be covered thereby. Except as 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) the Administrative Agent obtaining Control (as defined in the Security Agreement) or possession over those items of Collateral Agentin which a security interest is perfected through Control or possession) perfected security interests and Liens, prior to all other Liens other than Permitted Liens.
(b) The Vessel Fleet Mortgage in favor of the Mortgage Trustee, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable security interest in Lien on all 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 Collateral 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) 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, and security interest in, all applicable mortgagor’s right, title and interest in and to the whole of the Loan Parties in such Collateral 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 Vessel Fleet Mortgage shall constitute, as security 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 Obligations (ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as defined in amended, having the Guarantee effect and Collateral Agreement)with the priority provided under such law, in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by with respect to the Borrower, each rights of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject pursuant to Permitted Liens.
Appears in 1 contract
Sources: Second Lien Term Loan Facility (Horizon Lines, Inc.)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when any stock certificates representing such Pledged Stock Securities are delivered to the Collateral AgentTrustee and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), and (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described in the Guarantee and Collateral Agreementtherein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement)hereunder, in each case prior and superior in right to the rights of any other Person (except, in the case of all Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by Securities in the Borrower, each of the Mortgages shall be effective to create in favor possession of the Collateral AgentTrustee, for with respect to Permitted Liens, and in respect of Pledged Securities in the benefit possession of the Secured PartiesCollateral Trustee, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed Permitted Liens set forth in the recording office designated by the Borrower, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest clause (g) of the Loan Parties in the Mortgaged Vessels described therein definition thereof and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right with respect to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Priority Lien Obligations), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Security Documents. (ai) The Guarantee and Collateral Agreement Each Security Document is effective to create in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties, ) a legal, valid and enforceable security interest in the Collateral described therein therein, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally (or comparable interest under foreign law in the case of Foreign Collateral) and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Security Agreement, when any stock financing statements are filed in the offices specified in the Security Agreement or certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the applicable Security Document (other than the W▇▇▇▇ ▇▇▇▇▇ Pledge Agreement) are delivered to the Collateral Agent, in the case of the U.S. Collateral described in the Security Agreement and in the case of the other Collateral described in the Guarantee and Collateral AgreementForeign Security Documents, when financing statements the actions and steps contemplated thereby in appropriate form are filed in order to perfect the offices specified on Schedule 4.19(a) and security interest created by such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement Foreign Security Document have been completedtaken, the Guarantee and Collateral Agreement shall constitute Agent (for the benefit of the Secured Parties) will 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 applicable Secured Obligations (as defined or comparable interest under foreign law in the Guarantee case of Foreign Collateral) to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements, possession, or such actions or steps described in the Foreign Security Documents, in each case, prior and superior in right to the Lien of any other person (except Permitted Liens).
(ii) In the case of the W▇▇▇▇ ▇▇▇▇▇ Transferred Shares described in the W▇▇▇▇ ▇▇▇▇▇ Pledge Agreement, when financing statements are filed in the offices specified in the W▇▇▇▇ ▇▇▇▇▇ Pledge Agreement or certificates representing such Collateral Agreement)required to be delivered under the W▇▇▇▇ ▇▇▇▇▇ Pledge Agreement are delivered to the Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties) will have a fully perfected Lien on, and security interest in, all right, title and interest of New US, LLP and each other pledgor or grantor party thereto in such Collateral 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 prior and superior in right to the Lien of any other Person person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3except Permitted Liens).
(b) Upon execution When the Security Agreement or a short form thereof is filed and delivery thereof recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the Borrower, each proper filing of the Mortgages shall be effective financing statements referred to create in favor of clause (a)(i) above, the Collateral Agent, Agent (for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage ) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the Mortgaged Vessels United States registered trademarks and patents, trademark and patent applications and registered copyrights described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)therein, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens (other than Persons holding Liens or other encumbrances or rights permitted 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 issued patents, trademark and patent applications and registered copyrights acquired by the relevant Mortgage Loan Parties after the Closing Date). For the avoidance of doubt, the grant of a security interest in such Intellectual Property (and the perfection thereto) shall not be deemed to have be an assignment of Intellectual Property rights owned by the Loan Parties.
(c) [Reserved]
(d) Notwithstanding anything herein (including this Section 3.18) or in any other Loan Document to the contrary, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority over or the Obligationsenforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary (except to the extent such Foreign Subsidiary is a Foreign Borrower), subject or as to Permitted Liensthe rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign law.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the (i) Pledged Stock described in the Guarantee and Collateral AgreementEquity Interests represented by certificates, (x) when any stock such certificates representing such Pledged Stock are delivered to the Collateral AgentAdministrative Agent or (y) when financing statements in appropriate form are filed in the offices specified on Schedule 3.17, and in the case of (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 4.19(a) 3.17 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Lien 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 Loan Parties in such Collateral and the proceeds thereofand products thereof (in the case of the Collateral described in clause (ii), to the extent perfection can be obtained by such filings), as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), in each case 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 other than Pledged Stockcollateral constituting Equity Interests, Liens permitted by Section 7.3Permitted Equity Liens).
(b) Upon execution and delivery thereof by the BorrowerSubject to Section 4.01(n)(i), each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds 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, 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 Vessels Properties described therein and the proceeds and products thereof, as security for the Obligations “Secured Obligations” or other corresponding term (as defined in the relevant Mortgage), in 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 to have priority over the Obligations)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 thereto, and will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral subject thereto, 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).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Compass Minerals International Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Bank Facilities 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 Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement in which a security interest can be perfected by the filing of a financing statement under the UCC, when financing statements and other filings specified on Schedule 6.19
(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed6.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 7.37A.3), subject to the terms of the Intercreditor Agreement.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Bank Facilities Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 6.19(b), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations)Permitted Encumbrances, subject to Permitted Liensthe terms of the Intercreditor Agreement. Schedule 1.1B lists, as of the Effective Date, each parcel of owned real property located in the United States and held by the Company or any of its Subsidiaries that has a value, in the reasonable opinion of the Company, in excess of $5,000,000.
Appears in 1 contract
Sources: Credit Agreement (Visteon Corp)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 Collateral described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral Agentconsisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of such financing statement or other filing, 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 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, 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 the Lien of any other Person (except, in the case of Collateral except (other than Pledged with respect to Collateral consisting of Capital Stock, ) Liens permitted by Section 7.3).
(b) Upon Each of the Mortgages, upon execution and delivery thereof by the Borrowerparties thereto, each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by offices specified in the Borrowerlocal counsel legal opinions delivered in connection with such Mortgages, 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 Vessels described therein 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 the Lien of any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by Section 7.3). Schedule 1.1B lists, as of the relevant Second Amendment Effective Date, each parcel of owned real property located in the United States and held by the Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to have priority over the Obligations), subject to Permitted LiensAdministrative Agent.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, 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 Collateral 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) 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 perfected, first priority (subject to Section 4.3(b) of the Guarantee and Collateral Agreement) 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) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected perfected, first priority (subject to Section 4.3(b) of the Guarantee and Collateral Agreement) Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee Security Agreement and the Pledge Agreement are each effective to grant to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Collateral purported to be covered thereby (subject only to Permitted Liens). The security interests granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Security Documents in the Collateral consisting of personal property subject to the UCC will be perfected (i) with respect to any property that can be perfected by filing under the UCC, upon the filing of UCC financing statements specified in Part A of Schedule 5.17 hereto in the filing offices identified in Part A of Schedule 5.17 hereto, (ii) with respect to the Pledged Collateral described in each of the Security Agreement and the Pledge Agreement consisting of certificated securities or instruments, upon delivery to the Collateral Agent of any certificates evidencing the certificated securities and any instruments required to be delivered pursuant to the Pledge Agreement, duly endorsed or accompanied by duly executed stock powers or other instruments or transfer and (iii) with respect to any property (if any) that can be perfected solely by possession, upon the Collateral Agent receiving possession thereof. To the extent required by the Security Documents, the Issuer Parties have delivered or caused to be delivered, or provided control of, to the Collateral Agent, all Collateral in respect of which perfection of the Lien described above may be obtained by control, and in each case such security interest will be, as to Collateral perfected under the UCC, first priority, in each case subject only to Permitted Liens.
(b) The Mortgage is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in first-priority Lien of record on the Collateral Mortgaged Properties described therein and the proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreementthereof and, when any stock certificates representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are Mortgage is filed in the offices office specified on Part B of Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.17, the Guarantee and Collateral Agreement Mortgage shall constitute a fully perfected perfected, first-priority Lien on, and security interest in, all right, title and interest of Elk Hills Power in the Loan Parties in such Collateral Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Mortgage) in favor of the Collateral Agreement)Agent for the benefit of the Secured Parties, in each case case, prior and superior in right to any other Person (exceptexcept Permitted Liens. Schedule 1.1D lists, in as of the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the BorrowerClosing Date, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liensmaterial Real Property Document.
Appears in 1 contract
Sources: Note Purchase Agreement (California Resources Corp)
Security Documents. (a) The provisions of the Guarantee and Collateral Agreement is and the Parent Pledge Agreements will be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, 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 thereof and Collateral Agreement, (i) when any stock certificates and notes representing or constituting such Pledged Stock pledged securities are delivered to the Collateral 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) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement and the Parent Pledge Agreements shall constitute a fully perfected Lien first 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 pledgor party therein in the Guarantee pledged securities described therein and Collateral Agreement), (ii) when the financing statements referred to in each case prior Schedule 5.25 have been filed and superior in right to any other Person (except, recorded in the case of Collateral other than Pledged Stockoffices in the jurisdictions listed in Schedule 5.25 under the names set forth in Schedule 5.25, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage shall constitute have a fully perfected Lien on, and first priority security interest in, in all right, title and interest of the Loan Parties Borrower and each of its Subsidiaries in such Collateral (other than the Mortgaged Vessels described therein and the proceeds thereof, as security for the Obligations pledged securities referred to in Clause (as defined in the relevant Mortgage), in each case prior and i) above) superior in right to any other Liens which the Borrower, any of its Subsidiaries or any third Person may have against such Collateral or interests therein.
(other than Persons holding Liens or other encumbrances or rights permitted by b) The provisions of the relevant Mortgage Mortgages will be effective to have priority over grant to the Obligations)Administrative Agent, subject to Permitted Liensfor the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on all of the right, title and interest of the Borrower in the mortgaged property described therein. Such Mortgages, when recorded in the appropriate recording office, will constitute perfected first liens on, and security interest in, such mortgaged property.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products 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 Collateral AgentAdministrative Agent (and, in the case of shares of AskMen, when the hypothec has been executed and delivered and registration effected in Canada), 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(a4.25(a)-1 (which financing statements may be filed by the Administrative Agent acting at the direction of the Majority Lenders) at any time and such other filings and actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedcompleted (all of which filings may be filed by the Administrative Agent acting at the direction of the Majority Lenders) at any time, 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 and products 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 Permitted Liens). Schedule 4.25(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the case of Collateral other than Pledged StockClosing Date. Schedule 4.25(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of Borrower will have delivered to the Mortgages shall be effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Partiesor caused to be filed, a legalduly completed UCC termination statements, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted signed by the relevant Mortgage to have priority over the Obligations)secured party, subject to Permitted Liensin respect of each such UCC Financing Statement.
Appears in 1 contract
Security Documents. (a) The Guarantee Security Agreement, upon execution and Collateral Agreement is effective to delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof. In , in which a security interest may be perfected under the case Virginia Uniform Commercial Code as in effect at the relevant time by filing of financing statements or obtaining control or possession, and the Pledged Stock described Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements and grants of security in Intellectual Property, the Guarantee execution of appropriate control agreements and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered delivery of certificated securities and instruments to the Collateral 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) 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, 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 AgreementCollateral), in each case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, with respect to Liens permitted by Section 7.3)7.2.
(b) Upon The Pledge Agreement, upon execution and delivery thereof by the Borrowerparties thereto, each of the Mortgages shall be effective to will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Vessels described therein Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof; and , and, when such Collateral is delivered to the Mortgages are filed Administrative Agent, together with stock powers duly executed in blank, the recording office designated by the Borrower, each Mortgage Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in the Mortgaged Vessels described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case prior and superior in right to any other Person Person.
(c) Schedule 4.20 lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Domestic Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Domestic Subsidiaries have good and marketable title in all the real property set forth on Schedule 4.20 and specified as owned real property, and such real property is free and clear of all Liens other than the company headquarters of the Borrower which is subject to a Lien in favor of the Administrative Agent.
(d) Schedule 4.20 lists completely and correctly as of the Closing Date all real property leased by the Borrower and the Domestic Subsidiaries and the addresses thereof (other than Persons holding Liens or other encumbrances or rights permitted by tax office leases of the relevant Mortgage Borrower and the Domestic Subsidiaries entered into from time to time in the ordinary course of business of the Borrower and the Domestic Subsidiaries). As of the Closing Date, the Borrower and the Domestic Subsidiaries have priority over valid leases in all the Obligations), subject to Permitted Liensreal property set forth on Schedule 4.20 and specified as leased real property.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (JTH Holding, Inc.)
Security Documents. (a) The Guarantee and Collateral Pledge Agreement is effective to 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 and proceeds thereof. In , in the case of the Pledged Stock described in the Guarantee and Collateral Agreementenforceability, when subject to Contractual Encumbrances. When any stock certificates certificated securities or promissory notes representing such Pledged Stock Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge Agreement (other than deposit accounts and Collateral Agreementsecurities accounts (and cash and Cash Equivalents on deposit therein or for credit thereto)), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) 6.29 (which financing statements have been duly completed and such other filings as are specified on Schedule 3 delivered to the Guarantee and Collateral Agreement have been completedAgent), the Guarantee and Collateral Lien created by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, thereof as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case that is prior and superior in right to any other Person Person. When executed and delivered by the parties thereto, the Account Control Agreements are effective to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Lien, and to establish “control” (exceptas such term is used in Article 9 of the UCC) over, the deposit account(s) described therein or “control” (as such term is used in Article 8 of the UCC) over, the securities entitlement(s) described therein, as the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each may be. Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on on, and security interest in, the Mortgaged Vessels Properties described therein and proceeds thereof; thereof subject only to Permitted Encumbrances, and each of the Mortgages when executed and delivered and when filed in the Mortgages are offices specified on Schedule 6.29 shall constitute, or in the case of any Mortgage to be executed and delivered pursuant to Section 7.14 when filed in the recording office designated by the Borrower, each such Mortgage shall constitute constitute, a fully perfected legal, valid and enforceable first priority Lien on, and perfected security interest in, all right, title and interest of the Loan Borrower Parties in the Mortgaged Vessels Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in 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 to have priority over the Obligations), subject only to Permitted LiensEncumbrances).
Appears in 1 contract
Sources: Credit Agreement (Macerich Co)
Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are, or as applicable, will be on execution, effective to create in favor of the Collateral Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, for the benefit of the applicable Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement or in any Foreign Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the Collateral Administrative Agent, the UK Security Agent or the UAE Security Agent, as applicable, in the
(a) 2 lists each UCC Financing Statement or each financing statement under all applicable Personal Property Security Legislation that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the applicable Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC and other termination statements, signed by the relevant secured party, in the case respect of each such UCC Financing Statement or each financing statement under all applicable Personal Property Security Legislation.
(b) Each of the other Collateral Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the US Secured Parties, or in favor of the UK Security Agent, for the benefit of the UK Secured Parties, a valid Lien on the Mortgaged Properties described in therein and proceeds and products thereof; and when the Guarantee and Collateral Agreement, when financing statements in appropriate form Mortgages are registered or filed in the offices specified on Schedule 4.19(a4.19(b) 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, 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) Upon execution Mortgages to be executed and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien delivered on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed Closing Date) or in the recording office designated by the US Borrower or the Cayman Borrower, as applicable, (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), 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 Vessels Properties described therein and the proceeds and products thereof, 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 Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted constituting First Priority Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral (except for Intellectual Property registrations or applications for registration outside of the United States) 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 Collateral 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 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, and security interest in, all right, title and interest of the Loan Parties in such Collateral (except for Intellectual Property registrations or applications for registration outside of the United States) 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) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted Person. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage to have priority over Borrower or any of its Subsidiaries that has a value, in the Obligations)reasonable opinion of the Borrower, subject to Permitted Liensin excess of $1,000,000.
Appears in 1 contract
Sources: Credit Agreement (Coinstar Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (subject to
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting creditors’ rights and remedies generally from time to time in effect and subject to capital maintenance rules and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by such Foreign Subsidiaries) and (i) in the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement, earlier of (A) when any stock certificates representing such Pledged Stock are Collateral is delivered to the Collateral Agent, Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) (and applicable fees are paid) and (ii) in the case of the all other Collateral described in the Guarantee and Collateral Agreementtherein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a) and such or other filings as are specified actions described on Schedule 3 to the Guarantee and Collateral Agreement have been completed3.19
(a) are taken, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the rights of any other Person (except, in the case of Collateral other than Pledged StockSecurities, with respect to Liens expressly permitted by Section 7.36.02).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on security interest in the Mortgaged Vessels Intellectual Property Collateral described therein and proceeds thereof; thereof (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting creditors’ rights and when remedies generally from time to time in effect and subject to capital maintenance rules and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) the Mortgages are need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by such Foreign Subsidiaries). When each Intellectual Property Security Agreement is filed in the recording office designated by United States Patent and Trademark Office and the BorrowerUnited States Copyright Office, each Mortgage respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a) (and the applicable fees are paid), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Vessels Intellectual Property Collateral that is described therein in the Intellectual Property Security Agreement and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (other than Persons holding except with respect to Liens or other encumbrances or rights expressly permitted by Section 6.02) (it being understood that subsequent recordings in the relevant Mortgage United States Patent and Trademark Office and the United States Copyright Office may be necessary to have priority over perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). Notwithstanding anything to the contrary in this Agreement, any reference in this Agreement to the concept of “perfection” as used with respect to Collateral consisting of Intellectual Property, shall mean perfection solely to the extent contemplated by the Guarantee and Collateral Agreement.
(c) Each of the Mortgages, if any, is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property, if any, thereunder and proceeds thereof, and when the Mortgages, if any. are filed in the offices specified on Schedule 3.19(c), each such Mortgage, if any, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property, if any, and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Affirmative Insurance Holdings Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 Collateral required to be delivered described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are Collateral is delivered to the Collateral Agent, Administrative Agent (together with a properly completed and signed undated endorsement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of a financing statement or other filing, 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(aSchedule
(a) 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, 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 the Lien of any other Person (except, in the case of Collateral except (other than Pledged with respect to Collateral consisting of Capital Stock, ) Liens permitted by Section 7.3).
(b) Upon Each of the Mortgages, upon execution and delivery thereof by the Borrowerparties thereto, each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by offices specified in the Borrowerlocal counsel legal opinions delivered in connection with such Mortgages, 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 Vessels described therein Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to the Lien of any other Person (other than Persons holding Liens or other encumbrances or rights permitted except Permitted Liens). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the relevant Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to have priority over the Obligations), subject to Permitted LiensAdministrative Agent.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Requirements of Law relating to or affecting creditors’ rights and remedies generally from time to time in effect and subject to capital maintenance rules and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by such Foreign Subsidiaries) and (i) in the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement, earlier of (A) when any stock certificates representing such Pledged Stock are Collateral is delivered to the Collateral Agent, Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) (and applicable fees are paid) and (ii) in the case of the all other Collateral described in the Guarantee and Collateral Agreementtherein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a) and such or other filings as are specified actions described on Schedule 3 to the Guarantee and Collateral Agreement have been completed3.19
(a) are taken, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the rights of any other Person (exceptother than with respect to Liens expressly permitted by Section 6.02 or, in the case of Collateral other than Pledged StockSecurities, Liens expressly permitted by Section 7.36.02(n)).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on security interest in the Mortgaged Vessels Intellectual Property Collateral described therein and proceeds thereof; thereof (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Requirements of Law relating to or affecting creditors’ rights and when remedies generally from time to time in effect and subject to capital maintenance rules and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) the Mortgages are need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by such Foreign Subsidiaries). When each Intellectual Property Security Agreement is filed in the recording office designated by United States Patent and Trademark Office and the BorrowerUnited States Copyright Office, each Mortgage respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a) (and the applicable fees are paid), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Vessels Intellectual Property Collateral that is described therein in the Intellectual Property Security Agreement and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (other than Persons holding except with respect to Liens or other encumbrances or rights expressly permitted by Section 6.02) (it being understood that subsequent recordings in the relevant Mortgage United States Patent and Trademark Office and the United States Copyright Office may be necessary to have priority over perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Obligationsgrantors after the date hereof). Notwithstanding anything to the contrary in this Agreement, subject any reference in this Agreement to Permitted Liensthe concept of “perfection” as used with respect to Collateral consisting of Intellectual Property, shall mean perfection solely to the extent contemplated by the Guarantee and Collateral Agreement.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Affirmative Insurance Holdings Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent or the Collateral Agent, for as the benefit of the Secured Partiescase may be, a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereofavailable under the UCC. In the case As of the Pledged Stock described Amendment/Restatement Effective Date, Schedule 3.17(a) lists all of the filing jurisdictions in which UCC-1 Financing Statements are required to be filed pursuant to the Guarantee and Collateral Agreement, when any stock certificates representing . Upon filing of such Pledged Stock are delivered to the Collateral 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) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedUCC-1 Financing Statements, the Guarantee and Collateral Agreement shall constitute creates a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent available under the UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, subject to Permitted Encumbrances, 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)Person.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; and when . As of the Mortgages are filed in Amendment/Restatement Effective Date, Schedule 3.17(b) lists the recording office designated by the Borrower, location of each Mortgaged Property. Each Mortgage shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described Properties referred to therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case case, subject to Permitted Encumbrances, prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensPerson.
Appears in 1 contract
Sources: Credit Agreement (SPX Corp)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 and related stock powers representing such Pledged Stock are delivered to the Collateral AgentAdministrative Agent (and so long as the Administrative Agent retains possession of such certificates and stock powers in the State of New York), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when 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 4.19(a3(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completedAgreement, 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.38.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by offices specified on Schedule 3(b) to the BorrowerGuarantee and Collateral Agreement, 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 Vessels described therein 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 (other than Persons holding Liens except as reflected in the exceptions to the title policies delivered pursuant to Section 6.1(n) or other encumbrances Section 7.10(b)). Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by Holdings or rights permitted by any of its Subsidiaries as of the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensClosing Date.
Appears in 1 contract
Security Documents. (a) The Guarantee Pledge and Collateral Security Agreement is will be effective to create (to the extent described therein and subject to exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Pledge and Security Agreements) in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable first ranking security interest in the Collateral described therein and proceeds thereofthereof (in each case, subject to Permitted Liens). In As of the Closing Date, in the case of the Pledged Stock Collateral described in the Guarantee Pledge and Collateral AgreementSecurity Agreements, when any stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral required to be delivered under the terms set forth in the Pledge and Security Agreements are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee Pledge and Collateral AgreementSecurity Agreement (other than Real Property and the Intellectual Property described in Section 3.17(b)), when financing statements in appropriate form and other filings are filed or registered, as applicable, in the applicable offices specified on Schedule 4.19(aor system of registration and other actions described in the Pledge and Security Agreements are taken in applicable jurisdictions, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected first ranking Lien (in each case, subject to Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such other filings as are specified on Schedule 3 Collateral (to the Guarantee extent intended to be created thereby and Collateral required to be perfected under the Loan Documents) 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 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 Permitted Liens).
(b) When the financing statements referred to in clause (a) above have been properly filed and, if necessary, the Pledge and Security Agreement or Intellectual Property Security Agreement have been completedproperly filed and recorded in the United States Patent and Trademark Office, the Guarantee and United States Copyright Office, the Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute 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 (as defined thereunder in the Guarantee Intellectual Property included in the Collateral that is protected under the intellectual property laws of the United States (to the extent intended to be created thereby and Collateral Agreementrequired to be perfected under the Loan Documents), in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens that by their terms or operation of law rank prior thereto (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office or the United States Copyright Office, Liens permitted as applicable, may be necessary to perfect a Lien on registered Trademarks and Patents, Trademark and Patent applications and registered Copyrights or exclusive licenses to registered U.S. Copyrights acquired by Section 7.3the Loan Parties after the Closing Date).
(bc) Upon execution The Mortgages executed and delivery thereof by delivered after the Borrower, each of the Mortgages Closing Date pursuant to Section 5.09 shall be effective to create in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties, a ) legal, valid and enforceable Lien first ranking Liens (subject to Permitted Liens) on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Vessels described therein Property thereunder and the proceeds thereof; , and when the such Mortgages are filed filed, registered or recorded in the proper real estate filing, land registry or recording office designated by offices, and all relevant mortgage taxes and recording charges are duly paid, the Borrower, each Mortgage Collateral Agent (for the benefit of the Secured Parties) shall constitute a fully perfected Lien have valid and enforceable first ranking Liens (subject to Permitted Liens) with record notice to third parties on, and security interest interests in, all rightrights, title titles and interest interests of the Loan Parties in such Mortgaged Property and, to the Mortgaged Vessels described therein and extent applicable, subject to Section 9-315 of the Uniform Commercial Code (or similar laws in applicable jurisdictions), the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations)person, subject to except for Permitted Liens.
(d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, no 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 interest in any Equity Interests of any Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under the laws of any jurisdiction other than the United States, and none of Holdings, the Borrower nor any Subsidiary Loan Party shall take any action to perfect any security interest in any part of the Collateral consisting of Intellectual Property outside of the United States.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative 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 having been delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are having been filed in the offices specified on Schedule 4.19(a) 4.21(a)-1 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have having been completed, the Guarantee and Collateral Agreement shall constitute 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). Schedule 4.21(a)-2 lists each UCC Financing Statement that names any Loan Party as debtor and will remain on file after the Closing Date. Schedule 4.21(a)-3 lists each UCC Financing Statement that names any Loan Party as debtor and will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements in respect of each UCC Financing Statement listed in Schedule 4.21(a)-3.
(b) Upon execution and delivery thereof Each of the Mortgages, as amended by the Borrowerrelevant Mortgage Amendment, each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, legally valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages Mortgage Amendments are filed in the recording office designated by the Borroweroffices set forth in Schedule 4.21(b), each Mortgage (as amended by such Mortgage Amendment) shall continue to constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Security Documents. At all times on and after the Effective Date,
(ai) The Guarantee and Collateral Agreement is shall be effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties (as defined in the Collateral Agreement) a legal, valid and enforceable security interest in the Collateral described therein (as defined therein) and the proceeds thereof. In thereof and (i) when the case of the Pledged Stock described Collateral (as defined therein) constituting certificated securities (as defined in the Guarantee and Uniform Commercial Code (as defined in the Collateral Agreement, when any stock certificates representing such Pledged Stock are )) is delivered to the Collateral AgentAgent thereunder together with instruments of transfer duly endorsed in blank, and in the case security interest 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) 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 Agent therein will 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 Grantors (as defined in the Guarantee Collateral Agreement) in such Collateral, prior and superior in right to any other Person (subject only to Liens permitted under Section 6.02) (it being understood that no representation is made under this clause (i) as to (A) any such Collateral that is subject to a Foreign Pledge Agreement or (B) the perfection or priority of any Lien to the extent that such perfection or priority is determined under the law of a jurisdiction outside the United States, which are covered by paragraph (b) below), and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the security interest of the Collateral Agent will constitute a perfected Lien on and security interest in all right, title and interest of the Grantors (as defined in the Collateral Agreement) in the Collateral (as defined therein) and the proceeds thereof to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02).
(ii) On and after the Additional Collateral Date, the Additional Collateral Agreement shall be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Additional Collateral Agreement) a valid and enforceable security interest in the Collateral (as defined therein) and the proceeds thereof and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code (as defined in the Additional Collateral Agreement)) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the security interest of the Collateral Agent therein will constitute a perfected Lien on, and security interest in, all right, title and interest of the Grantors (as defined in the Additional Collateral Agreement) in such Collateral, prior and superior in right to any other Person (subject only to Liens permitted under Section 6.02) (it being understood that no representation is made under this clause (i) as to (A) any such Collateral that is subject to a Foreign Pledge Agreement or (B) the perfection or priority of any Lien to the extent that such perfection or priority is determined under the law of a jurisdiction outside the United States, which are covered by paragraph (b) below), and (ii) when financing statements in appropriate form are filed in the offices specified in the Additional Perfection Certificate, the security interest of the Collateral Agent will constitute a perfected Lien on and security interest in all right, title and interest of the Grantors (as defined in the Additional Collateral Agreement) in the Collateral (as defined therein) and the proceeds thereof to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02).
(b) After taking the actions specified for perfection therein, each Foreign Pledge Agreement, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral subject thereto, and will constitute a perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02). Without limiting the foregoing, upon execution thereof and upon service of notice of the pledge on the party against whom the pledged rights must be exercised, each FCX Pledge Agreement, when executed and delivered, will be in full force and effect and will constitute first priority, perfected security interests in the Pledged PTFI Shares and the Pledged PTII Shares, as applicable, in each case in favor of the Collateral Agent for the ratable benefit of the holders of the Secured Obligations, the holders of the FI Obligations and the holders of the Ratable FCX Obligations (subject only to Permitted Encumbrances).
(c) When the Additional Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Additional Collateral Agreement and such financing statements shall constitute a perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Material US Patents, Material US Copyrights and Material US Trademarks (as defined in the Additional Collateral Agreement), in each case prior and superior in right to any other Person (except, subject only to Liens permitted under Section 6.02) (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on Material US Patents, Liens permitted Material US Copyrights and Material US Trademarks acquired by Section 7.3the grantors after the date hereof).
(bd) Upon Each Mortgage, upon execution and delivery thereof by the Borrowerparties thereto, each of the Mortgages shall be effective to will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Vessels described therein Properties (other than immaterial portions thereof) subject thereto and the proceeds thereof; , and when the Mortgages are filed have been recorded in the recording office designated by jurisdictions specified in the BorrowerAdditional Perfection Certificate, each Mortgage shall the Mortgages will constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties mortgagors in the Mortgaged Vessels described therein Properties (other than immaterial portions thereof) 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), but subject to Permitted LiensLiens permitted under Section 6.02) (it being understood that for purposes of this paragraph (d) all the Mortgaged Properties covered by a single Mortgage shall be deemed to be a single real property).
(e) At all times on and after the Effective Date, the Collateral and Guarantee Requirement is satisfied.
Appears in 1 contract
Sources: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each of the Security Documents are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when therein.
(b) When any stock certificates representing such Pledged Stock Collateral are delivered to the Collateral Agent (or the collateral agent under the Senior Loan Facility as bailee for the Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when proper financing statements or other applicable filings listed in appropriate form are Schedule 5.19 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a5.19, the security interest created by each of the New York Pledge Agreement and the Canadian Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrowers and those Subsidiaries party thereto in the “Pledged Collateral” described in the New York Pledge Agreement and the Canadian Pledge Agreement, subject only to any Liens permitted by Section 8.3(a).
(c) and such When proper financing statements or other applicable filings as are specified on listed in Schedule 3 to the Guarantee and Collateral Agreement 5.19 have been completedfiled in the offices in the jurisdictions listed in Schedule 5.19, each of the Guarantee New York Security Agreement and Collateral the Canadian Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the portion of the “Collateral” described therein that can be perfected by such Collateral and the proceeds thereoffiling, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right subject to any other Person (except, in the case of Collateral other than Pledged Stock, Permitted Senior Facility Liens permitted by Section 7.3)and Permitted Commodities Liens.
(bd) Upon execution and delivery thereof When an Account Control Agreement has been entered into with respect to any Pledged Account, the security interest created by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage New York Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Party party thereto in the Mortgaged Vessels portion of the “Collateral” described therein and the proceeds thereofthat consists of Pledged Accounts, 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 Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to any Permitted Cash Management Liens and Permitted Senior Facility Liens.
Appears in 1 contract
Security Documents. (a) The When executed and delivered, the Guarantee and Collateral Agreement is will be effective to 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 and proceeds thereof, to the extent contemplated by the Guarantee and Collateral Agreement. 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 Collateral 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 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, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, to the extent contemplated by the Guarantee and Collateral Agreement, 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) Upon execution Each Mortgage, when executed and delivery thereof by the Borrowerdelivered, each of the Mortgages shall will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and the proceeds thereof; , and when the Mortgages are such Mortgage (or a UCC-1 financing statement or other required notice thereof, if any, with respect to any Oil and Gas Property that is not real property) is filed in the recording office designated by the Borrowerapplicable filing office, 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 such Mortgaged Vessels described therein Properties and the proceeds thereof, to the extent contemplated by such Mortgage, as security for the Obligations (as defined in the relevant such Mortgage), in each case prior and superior in right to any other Person (provided that Liens permitted by Section 7.3 may exist, but subject to the proviso at the end of such Section). Schedule 1.1B lists, as of the date hereof, (i) each parcel of owned real property and each leasehold interest in real property located within the geographical boundaries of the United States (other than Persons holding Liens or other encumbrances or rights permitted the real properties and leasehold interests used in the Chemicals Business and the Oil and Gas Properties) and held by the relevant Mortgage Borrower or any of its Subsidiaries that has a fair market value, in the reasonable opinion of the Borrower, in excess of $10,000,000, and (ii) such additional real properties of the type specified in clause (i) (but without regard to have priority over the Obligationsminimum fair market value), subject to Permitted Lienssuch that the aggregate fair market value, in the reasonable opinion of the Borrower, of all real properties of the type specified in clause (i) that are held by the Borrower or any of its Subsidiaries that are not listed on Schedule 1.1B does not exceed $50,000,000. The Initial Reserve Report contains a list of all Oil and Gas Properties of the Borrower and its Subsidiaries located within the geographical boundaries of the United States as of the date hereof which are classified as Proved Reserves.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is provisions of the Security Documents are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreementtherein, when subject to any Liens permitted by Section 8.3.
(b) When any stock certificates representing such Pledged Stock Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when proper financing statements or other applicable filings listed in appropriate form are Schedule 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.16, the Guarantee Pledge Agreement and Collateral the GP Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of each Loan Party party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3.
(c) When 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 security interest granted under the Security Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of in the Borrowers and those Loan Parties party thereto in the portion of the “Collateral” described therein that consists of assets included in the Borrowing Base hereunder, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens.
(d) When 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 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 Party thereto in the Guarantee and Collateral Agreement)portion of the “Collateral” described therein that consists of Pledged Accounts, 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) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations)Person, subject to any Permitted Cash Management Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to 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 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 Collateral AgentAgent (to the extent not heretofore so delivered), 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 such other filings as are specified on Schedule 3 (to the Guarantee and Collateral Agreement have been completedextent not heretofore so filed), the Guarantee and Collateral Agreement shall (and, in the case of any stock certificates heretofore delivered and of any financing statements and other filings heretofore filed, does) constitute a fully perfected Lien on, to the extent perfection may occur by the filing of financing statements specified in the Guarantee and Collateral Agreement and as set forth in Section 6.10, 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)Person.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified on Schedule 4.19(b), 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 Vessels described therein Properties and the proceeds thereof, as security for the Obligations and Indebtedness (as each term is defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsSection 7.3), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Doane Pet Care Co)
Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 having been delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are having been filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have having been duly completed, the Guarantee and Collateral Agreement shall constitute 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). Notwithstanding the foregoing, it is understood that UCC-1 financing statements are not being filed in respect of equipment in locations where the value of such equipment is less than $5000 or in local jurisdictions requiring dual filings, and that fixture filings are not being made in respect of Tower locations which are not Mortgaged Properties.
(b) Upon execution Each of the Mortgages executed and delivery thereof by delivered on or prior to the BorrowerSecond Amendment and Restatement Effective Date is, and each of the Mortgages shall executed and delivered after the Second Amendment and Restatement Effective Date will be when so executed and delivered, effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the such Mortgages are filed recorded in the appropriate recording office designated by the Borroweroffice, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensPerson.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid 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. 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 Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements statements, other filings specified on Schedule 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 4 to the Guarantee and Collateral Agreement have been and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create 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 with the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3)Required Priority.
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds and products thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified therein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Vessels described therein Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior with the Required Priority. Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property located in the United States and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted held by the relevant Mortgage Borrower or any of its Subsidiaries that has a value, in the opinion of the Borrower, in excess of $3,000,000.
(c) Each Intellectual Property Security Agreement is effective to have priority over create in favor of the ObligationsAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the 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. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the extent provided in the Guarantee and Collateral Agreement) a fully perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), subject to Permitted Liensin each case with the Required Priority.
Appears in 1 contract
Security Documents. (a) The Master Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Pledged Securities and other instruments, negotiable documents, chattel paper and money described therein, to the extent that the Loan Parties to the Master Guaranty and Collateral described therein Agreement have rights in such Collateral, and proceeds thereof. In thereof and, when the case of Pledged Notes and the stock certificates representing the Pledged Stock described in the Guarantee therein and Collateral Agreementother instruments, when any stock certificates representing such Pledged Stock negotiable documents, chattel paper and money described therein are delivered to the Collateral Agent, the Master Guarantee and Collateral Agreement shall constitute a perfected first priority Lien on, and security interest in, all right, title and interest of the relevant pledgor in such Pledged Securities and other instruments, negotiable documents, chattel paper and money and the proceeds thereof, as security for the Obligations (as defined in the case of the other Collateral described in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, except for inchoate tax liens for obligations to be paid in the ordinary course of business.
(b) The Master Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Collateral described therein (other than the Collateral described in Section 4.19(a)), to the extent that the Loan Parties to the Master Guarantee and Collateral Agreement have rights in such Collateral, and proceeds thereof, and when financing statements in appropriate form are properly filed (with all required filing fees being paid) in the offices specified on Schedule 4.19(a4.19(b) and, with respect to vehicles included in the Collateral and covered by certificates of title issued by any State, when the security interest of the Collateral Agent has been noted on such other filings as are specified on Schedule 3 to certificate of title in accordance with the Guarantee and Collateral Agreement have been completedcertificate of title laws of such State, the Master 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 substantially all of such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.3).
(bc) Upon execution Each Mortgage, when executed and delivery thereof delivered by the Borrowerrelevant Loan Party, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein properly filed and proceeds thereof; recorded (with all required filing and when the Mortgages are filed recording fees being paid) in the recording office designated by the Borroweroffice(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 Vessels Property properly described therein and the proceeds thereoftherein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, other than Persons holding with respect to Liens or other encumbrances or rights expressly permitted by Section 7.3.
(d) Each Oil and Gas Mortgage, when executed and delivered by the relevant Mortgage to have priority over Loan Party, and properly filed and recorded (with all required filing and recording fees being paid) in the Obligationsoffice(s) specified on Schedule 4.19(d), subject shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Oil and Gas Property properly described therein, as security for the Obligations (as defined in the relevant Oil and Gas Mortgage), in each case prior and superior in right to Permitted Liensany other Person, other than with respect to Liens expressly permitted by Section 7.3.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein ( including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral Agent, Agent and in the case of (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 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have been completeda fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date (or after the Closing Date pursuant to Section 6.12)), 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 Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds 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) and the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein mortgaged property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral provisions of the CORE Pledge Agreement is are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, Bank a legal, valid and enforceable security interest in all right, title and interest of the pledgor in the Collateral as described therein and proceeds thereoftherein. 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 Collateral 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 The CORE Pledge Agreement constitutes a lien on Schedule 4.19(a) 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, and security interest in, all right, title and interest of the Loan Parties pledgor in the Collateral described therein and upon delivery to the Bank of the stock certificates evidencing such Collateral, together with stock powers duly executed by the Borrower, the Bank will have a fully perfected first priority security interest 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)Collateral.
(b) Upon execution and delivery thereof by the Borrower, each The provisions of the Mortgages shall be CORE Security Agreement are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, Bank a legal, valid and enforceable Lien security interest in all right, title and interest of the Borrower in the Collateral as described therein. Except where failure to file would not have a material effect on the Mortgaged Vessels Bank's ability to realize effectively on the Collateral as described therein and proceeds thereof; and when therein, as a whole, the Mortgages are filed in the recording office designated by the Borrower, each Mortgage shall constitute CORE Security Agreement constitutes a fully perfected Lien on, lien on and security interest in, all right, title and interest of the Loan Parties Borrower in such Collateral and upon filing of the Financing Statements in the Mortgaged Vessels described therein and the proceeds thereof, as security for the Obligations (as defined locations set forth in the relevant Mortgage)CORE Security Agreement, the Bank will have a fully perfected first priority security interest in each case prior and superior in right to such Collateral. No Uniform Commercial Code financing statements have been filed by any other Person (with respect to such Collateral other than Persons holding Liens as may be filed in connection with this Agreement and except as described in Schedule 4.24 hereto.
(c) The provisions of the Subsidiary Security Agreement are effective to create in favor of the Bank a legal, valid and enforceable security interest in all right, title and interests of each Subsidiary in the Collateral as described therein. Except where failure to file would not have a material effect on the Bank's ability to realize effectively on the Collateral described therein, as a whole, the Subsidiary Security Agreement constitutes a lien on and security interest in, all right, title and interest of each Subsidiary in such Collateral and upon filing of the Financing Statements in the locations set forth in the Subsidiary Security Agreement, the Bank will have a fully perfected first priority security interest in such Collateral. No Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described in Schedule 4.24 hereto.
(d) The provisions of the Trademark Security Agreement are effective to create in favor of the Bank a legal, valid and enforceable security interest in all right, title and interest of the Borrower and its Subsidiaries in the Collateral as described therein. Except where failure to file would not have a material effect on the Bank's ability to realize effectively on the Collateral as described therein, as a whole, the Trademark Security Agreement constitutes a lien on and security interest in, all right, title and interest of the Borrower and its Subsidiaries in such Collateral and upon the filing of the Financing Statements and the Trademark Security Agreement in the locations set forth in the Trademark Security Agreement, the Bank will have a fully perfected first priority security interest in such Collateral. No Uniform Commercial Code financing statements or filings with the United States Patent and Trademark Office have been filed by any other encumbrances or rights permitted by the relevant Mortgage Person with respect to have priority over the Obligations), subject to Permitted Lienssuch Collateral other than as may be filed in connection with this Agreement and except as described in Schedule 4.24 hereto.
Appears in 1 contract
Sources: Credit Agreement (Core Inc)
Security Documents. (a) The Guarantee When executed and Collateral Agreement is delivered, the Pledge Agreements will be effective to create continue in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesCreditors, a legal, legal and valid and enforceable security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral AgreementPledge Agreements, when any stock certificates representing such Certificated Pledged Stock are delivered to Collateral Agent (to the Collateral Agentextent not previously delivered), and in the case of the other Collateral described in the Guarantee and Collateral AgreementPledge Agreements, when financing statements and other filings specified on Schedule 6.11 in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 6.11 (to the Guarantee and Collateral Agreement have been completedextent not previously filed), each of the Guarantee and Collateral Agreement Pledge Agreements shall continue to constitute a fully perfected Lien (to the extent such Lien can be perfected by filing, recording, registration or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee Pledge Agreements) and Collateral Agreementthe Secured Obligations (as defined in the UK Security Documents), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by Section 7.38.1, and only to the extent that priority can be obtained by filing).
(b) Upon execution In the case of the Pledged Securities described in any Other Pledge Agreement, when stock certificates (and, as required by French law, a duly signed statement of pledge (déclaration ▇▇ ▇▇▇▇)) are delivered to Collateral Agent (to the extent not previously delivered) if any are issued immediately and delivery thereof by the Borrowerall other conditions required therein are met, each Other Pledge Agreement and signed statement of the Mortgages pledge shall be effective continue to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Vessels described therein such Pledged Securities and the proceeds thereof, as security for the Obligations (as defined in such Other Pledge Agreement) and the relevant MortgageSecured Obligations (as defined in the UK Security Documents), in each case prior and superior in right to any other Person (other than Persons holding except Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted LiensSection 8.1.
Appears in 1 contract
Sources: Credit Agreement (Ball Corp)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are or have been delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when any stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered or have been executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent, Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are or have been filed in the offices specified on Schedule 4.19(a4.17 to this Agreement (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are or have been completedmade, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement Agreement.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds 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) and the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage 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, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein Property 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 (other than Persons holding Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage to have priority over the ObligationsMortgage), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Booz Allen Hamilton Holding Corp)
Security Documents. (a) The Guarantee and Collateral provisions of each Security Agreement is are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Lenders a legal, valid and enforceable security interest in the Collateral described therein all right, title and proceeds thereof. In the case interest of the Pledged Stock described Loan Party party thereto in the Guarantee "Collateral" described therein. The provisions of the Borrower Pledge Agreement are effective to create in favor of the Agent for the ratable benefit of the Lenders a legal, valid and Collateral Agreementenforceable security interest in all right, when any stock certificates representing such Pledged Stock are delivered to title and interest of the Collateral Agent, and Loan Party party thereto in the case of the other Collateral "Pledged Collateral" described in the Guarantee and Collateral Agreement, when therein.
(i) When financing statements in appropriate form are have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed7.16, the Guarantee and Collateral Agreement Security Agreements shall each constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the "Collateral" described therein, which can be perfected by such Collateral and filing.
(ii) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as defined in the Guarantee and Collateral Borrower Pledge Agreement)) are delivered to the Agent, together with stock powers endorsed in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted blank by Section 7.3).
(b) Upon execution and delivery thereof by the Borrower, each a duly authorized officer of the Mortgages shall be effective to create in favor of pledgors thereof, the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, each Mortgage Borrower Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors parties thereto in the Mortgaged Vessels described therein Pledged Stock and the proceeds thereof, as security for the Obligations all "Proceeds" (as defined in the relevant Mortgage)Borrower Pledge Agreement) described therein.
(iii) When the financing statements listed in Schedule II to the Borrower Pledge Agreement have been filed, the Borrower Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Borrower in each case prior the "Pledged LLC Interests" and superior "Proceeds" thereof described therein.
(c) Neither the Borrower nor any Subsidiary owns any property, or has any interest in right any property, that is not subject to any other Person (a fully perfected first priority Lien on, or security interest in, such property in favor of the Agent, other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liensany such property having an aggregate fair market value at any one time not exceeding $100,000.
Appears in 1 contract
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, 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 Collateral 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 5.18(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.18(a), 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, in the case of Collateral other than Pledged Stock, except Liens permitted by Section 7.38.3).
(b) Upon execution and delivery thereof by the Borrower, each Each of the Mortgages shall be is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by offices specified on Schedule 5.18(b) (as supplemented in writing on or prior to the BorrowerAcquisition Closing Date or the Final Acquisition Closing Date, as the case may be), 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted Person. Schedule 1.1 lists, as of the Initial Closing Date, and as anticipated on the Acquisition Closing Date and, if applicable, the Final Acquisition Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the relevant Mortgage Borrower or any of its Subsidiaries.
(c) The Escrow Agreement is effective to have priority over create in favor of the ObligationsAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Escrow Account and all amounts and other property held therein. Upon the execution and delivery of the Securities Account Control Agreement, the Escrow Agreement shall constitute a fully perfected Lien on, and security interest in, all rights of the Special Purpose Borrower in the Collateral (as defined in the Escrow Agreement) and the proceeds thereof, as security for the Secured Obligations (as defined in the Escrow Agreement), subject in each case prior and superior in right to Permitted Liensany other Person.
Appears in 1 contract
Sources: Credit Agreement (Donnelley R H Inc)
Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, legal and valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Collateral Agent, Agent and in the case of (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 4.19(a4.17(a), the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) and (to the extent a security interest in such other filings as are Collateral can be perfected through the filing of financing statements under the Laws of the jurisdictions in which the offices specified on Schedule 3 4.17(a) are located and through the delivery of the Pledged Securities required to be delivered on the Guarantee Closing Date), as security for the Secured Obligations, in each case subject to no Liens other than Permitted Liens.
(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agreement have been completedAgent for the benefit of the Secured Parties a legal and valid Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, the Guarantee and Collateral Agreement such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral mortgaged property 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) Upon execution and delivery thereof by the Borrower, each of the Mortgages shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels described therein and proceeds thereof; and when the Mortgages are filed in the recording office designated by the Borrower, 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 Vessels described therein 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 (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage to have priority over the Obligations), subject to Permitted Liens.
Appears in 1 contract
Sources: Credit Agreement (Mavenir Private Holdings II Ltd.)
Security Documents. (a) The Subject on the Closing Date to the Limited Conditionality Provisions and, at any time Indebtedness under the Overnight Facility is secured by any Collateral, to the STCA Intercreditor Agreement, the Guarantee and Collateral Agreement and each other Security Document is effective to 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 and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement, when any stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed5.19(a), the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute 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 (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (exceptexcept Liens permitted by Section 8.3), subject, however, in the case of Collateral other than any Pledged Stock, Liens permitted by Section 7.3)Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law.
(b) Upon execution and delivery thereof by Subject on the BorrowerClosing Date to the Limited Conditionality Provisions, each of the Mortgages shall be (if any) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Vessels Properties described therein and proceeds thereof; , and when the Mortgages are filed in the recording office designated by the Borroweroffices specified therein, 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 Vessels described therein 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 (other than Persons holding except Liens or other encumbrances or rights permitted by Section 8.3). Schedule 5.19(b) lists, as of the relevant Mortgage to have priority over Closing Date, each parcel of owned real property located in the Obligations)United States and held by the Borrower or any of its Restricted Subsidiaries that has a value, subject to Permitted Liensin the reasonable opinion of the Borrower, in excess of $10,000,000.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)