Common use of Pledge Agreement and Security Agreement Clause in Contracts

Pledge Agreement and Security Agreement. Each of the Pledge Agreement and the Security 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 identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and each of the Pledge Agreement and the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (a) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (b) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (c) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCC).

Pledge Agreement and Security Agreement. Each of the The Pledge Agreement and the Security Agreement is are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Partiesholders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and each of the Pledge Agreement and the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (ai) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (bii) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (ciii) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCC).

Pledge Agreement and Security Agreement. Each of the The Pledge Agreement and the Security Agreement is are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Partiesholders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law)) and the need to obtain governmental approval from Governmental Authorities prior to the foreclosure on the Equity Interests of any Subsidiary that is a regulated entity, and each of the Pledge Agreement and the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (ai) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (bii) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (ciii) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCC).

Pledge Agreement and Security Agreement. Each of the Pledge Agreement and andSection 6.21 the Security 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 identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and each of the Pledge Agreement and the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (a) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (b) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (c) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCC).90 130164155_5

Pledge Agreement and Security Agreement. Each of the Pledge Agreement and the 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 identified therein, except described therein and the proceeds and products thereof to the extent such Collateral is subject to the enforceability thereof UCC; provided that licensing by the Gaming Authorities or other Gaming Approvals may be limited by applicable Debtor Relief Laws affecting creditors’ required to enforce and/or exercise certain rights generally and by equitable principles remedies under such agreements. In the case of law the certificated Pledged Stock (regardless of whether enforcement is sought as defined in equity or at lawthe Pledge Agreement), when any stock or membership certificates representing such certificated Pledged Stock are delivered to the Collateral Agent with a corresponding endorsement in blank or transfer instrument with respect thereto endorsed in blank, and in the case of the other Collateral (excluding deposit accounts and Intellectual Property) described in the Security Agreement to the extent such Collateral is subject to the UCC, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and such other filings and actions as are specified in the Pledge Agreement and the Security Agreement are made and taken (including, upon any of the Loan Parties’ licensure by or registration with the Gaming Authorities, the receipt of approval from the Gaming Authorities of the pledges of Equity Interests of such Loan Parties), each of the Pledge Agreement and the Security Agreement shall create constitute a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder Loan Parties in such CollateralCollateral and the proceeds and products thereof, as security for the Secured Obligations, in each case subject only to Permitted Liens and prior and superior in right to any other Lien (a) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (b) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (c) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCCexcept Permitted Liens).

Pledge Agreement and Security Agreement. Each of the The Pledge Agreement and the Security Agreement is are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Partiesholders of the Obligations, a legal, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law)) and the need to obtain governmental approval from Governmental Authorities prior to the foreclosure on the Equity Interests of any Subsidiary that is a regulated entity, and each of the Pledge Agreement and the Security Agreement shall create a fully perfected Lien on, and security interest in, all right, title and interest of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (ai) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered to the Collateral Agent with duly executed stock powers with respect thereto, (bii) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and (ciii) with respect to any such Collateral that is not a “security” (as such term is defined in the UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCC)pledgor.

Pledge Agreement and Security Agreement. Each The Administrative Agent shall have received executed counterparts of the Pledge Agreement (duly executed and delivered by an Authorized Officer of the Parent and each U.S. Subsidiary holding Capital Securities of a Material U.S. Subsidiary or of a Borrower) and the Security Agreement is effective to create in favor (duly executed and delivered by an Authorized Officer of each of each Borrower and Hecla Admiralty), each dated as of the Collateral Effective Date, together with: (a) in the case of Capital Securities that are certificated securities (as defined in the UCC), certificates (to the extent not already held by the Administrative Agent) evidencing all of the issued and outstanding Capital Securities of a Material U.S. Subsidiary owned by each Obligor (subject, however, to the limitations, if any, provided for in Section 7.1.8), which certificates shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities of a Material U.S. Subsidiary that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured PartiesParties in accordance with Articles 8 and 9 of the UCC and other Applicable Laws as to the perfection of the pledge of such Capital Securities; (b) Filing Statements suitable in form for naming each Borrower, Hecla Admiralty and each holder of Capital Securities of a legalMaterial U.S. Subsidiary or of a Borrower as a debtor and the Administrative Agent as the secured party, valid and enforceable security interest or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and each opinion of the Pledge Agreement and Administrative Agent, desirable to perfect the Security Agreement shall create a fully perfected Lien on, and first priority security interest in, all right, title and interest interests (including security interests in respect of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (a) with respect to any such Collateral Capital Securities that is a “security” are uncertificated securities (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered of the Administrative Agent granted pursuant to the Collateral Agent with duly executed stock powers with respect theretoSecurity Agreement and the Pledge Agreement, (b) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and case may be; (c) with respect UCC Form UCC-3 termination statements, if any, necessary to release all Liens (other than Liens permitted by Section 7.2.3) and other rights of any such Collateral that is not Person in any Collateral; and (d) copies of UCC searches, dated a “security” (as such term is defined in date reasonably near to the UCC)Effective Date, when UCC listing all effective financing statements which name any Obligor (under its present name and any previous names during the last five years) as the debtor, together with copies of such financing statements (none of which shall, except relative to Liens permitted by Section 7.2.3, evidence a Lien on any collateral described in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCCany Loan Document).

Pledge Agreement and Security Agreement. Each The Administrative Agent shall have received executed counterparts of the Pledge Agreement (duly executed and delivered by an Authorized Officer of Borrower and each Material U.S. Subsidiary and each U.S. Subsidiary holding Capital Securities of a Material U.S. Subsidiary (after giving effect to the Transaction) or intercompany Indebtedness) and the Security Agreement is effective to create in favor (duly executed and delivered by an Authorized Officer of each of the Collateral AgentGreens Creek Participants), each dated as of the Effective Date, together with: (a) in the case of Capital Securities that are certificated securities (as defined in the UCC), certificates evidencing all of the issued and outstanding Capital Securities of a U.S. Subsidiary owned by each Obligor (subject, however, to the limitations, if any, provided for in Section 7.1.8), which certificates shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities of a U.S. Subsidiary that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured PartiesParties in accordance with Articles 8 and 9 of the UCC and other Applicable Laws as to the perfection of the pledge of such Capital Securities; (b) Filing Statements suitable in form for naming the Borrower and each Subsidiary Guarantor as a debtor and the Administrative Agent as the secured party, a legalor other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, valid and enforceable security interest in the Collateral identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and each opinion of the Pledge Agreement and Administrative Agent, desirable to perfect the Security Agreement shall create a fully perfected Lien on, and first priority security interest in, all right, title and interest interests (including security interests in respect of the obligors thereunder in such Collateral, in each case prior and superior in right to any other Lien (a) with respect to any such Collateral Capital Securities that is a “security” are uncertificated securities (as such term is defined in the UCC) and is evidenced by a certificate, when such Collateral is delivered of the Administrative Agent granted pursuant to the Collateral Agent with duly executed stock powers with respect theretoSecurity Agreement and the Pledge Agreement, (b) with respect to any such Collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 8-106 of the UCC, or any successor provision, and case may be; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens (other than Liens permitted by clause (c) of Section 7.2.3) and other rights of any Person in any collateral described in any security agreement previously granted by any Person, together with respect such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) copies of UCC searches, dated a date reasonably near to any such Collateral that is not a “security” (as such term is defined in the UCC)Effective Date, when UCC listing all effective financing statements which name any Obligor (under its present name and any previous names during the last five years) as the debtor, together with copies of such financing statements (none of which shall, except relative to Liens permitted by clause (c) of Section 7.2.3, evidence a Lien on any collateral described in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor (to the extent such security interest can be perfected by filing under the UCCany Loan Document).