Perfection as to Certificated Securities. Subject to Section 28 hereof, when such Grantor delivers the certificate representing any Pledged Certificated Security owned by it to the Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others (other than Permitted Collateral Liens), (ii) the Agent will have Control of such Pledged Certificated Security and (iii) assuming the Agent does not have notice of any adverse claim to such Perfected Certificated Security (it being understood and agreed that as of the Closing Date, the Agent does not have notice of any adverse claim to such Perfected Certificated Security other than Term Agent’s claim under the Security Documents (as defined in the Term Loan Agreement)), the Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (School Specialty Inc), Guarantee and Collateral Agreement (School Specialty Inc)
Perfection as to Certificated Securities. Subject to Section 28 hereof, when such Grantor delivers the certificate representing any Pledged Certificated Security owned by it to the Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others (other than Permitted Collateral Liens), (ii) the Agent will have Control of such Pledged Certificated Security and (iii) assuming the Agent does not have notice of any adverse claim to such Perfected perfected Certificated Security (it being understood and agreed that as of the Closing Date, the Agent does not have notice of any adverse claim to such Perfected perfected Certificated Security other than Term Revolving Loan Agent’s claim under the Security Documents (as defined in the Term Revolving Loan Agreement)), the Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (School Specialty Inc)
Perfection as to Certificated Securities. Subject to Section 28 hereof, when such Grantor delivers the certificate representing any Pledged Certificated Security owned by it to the Agent and complies with Section 7(h) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others (other than Permitted Collateral Liens), (ii) the Agent will have Control of such Pledged Certificated Security and (iii) assuming the Agent does not have notice of any adverse claim to such Perfected perfected Certificated Security (it being understood and agreed that as of the Closing Date, the Agent does not have notice of any adverse claim to such Perfected perfected Certificated Security other than Term Loan Agent’s claim under the Security Documents (as defined in the Term Loan Agreement)), the Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (School Specialty Inc)