Common use of Security Documents and Intercreditor Agreement Clause in Contracts

Security Documents and Intercreditor Agreement. The Company and the Guarantors shall have executed and delivered perfection certificates dated as of the Closing Date (the “Perfection Certificates”) in form and substance reasonably satisfactory to the Initial Purchasers. Except as otherwise provided for in the Security Agreement, the Indenture or the other documents entered into pursuant to the Transactions, the Representative and the Collateral Agent shall have received each of the Security Documents and the Intercreditor Agreement, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all of the Collateral, including but not limited to, UCC financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document executed by the Company and each other party thereto, and each such document shall be in full force and effect and evidence that all of the liens on the Collateral other than Permitted Liens have been released. The Representative shall also have received (i) certified copies of UCC, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificates or that the Representative deem necessary or appropriate, none of which encumber the Notes Priority Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and (ii) acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Security Documents and Intercreditor Agreement. The Company and the Guarantors Par Entities shall have executed and delivered perfection certificates dated as of the Closing Date (the “Perfection Certificates”) in form and substance reasonably satisfactory to the Initial Purchasers. Except as otherwise provided for in the Security Agreement, the Indenture or the other documents entered into pursuant to the Transactions, the Representative and the Collateral Agent Trustee shall have received each of the Security Documents and the Intercreditor AgreementDocuments, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Collateral AgentTrustee’s security interest in and lien on all of the Collateral, including but not limited to, UCC control agreements, stock certificates accompanied by instruments of transfer and stock powers undated and endorsed in blank, Uniform Commercial Code financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document required to be delivered at Closing executed by the Company Par Parties and each other party thereto, and each such document shall be in full force and effect effect, and evidence that all of the liens on the Collateral other than Permitted Liens or as otherwise provided in the relevant Security Document have been released. The Representative shall also have received (i) certified copies of UCCUniform Commercial Code, tax and judgment lien searches or equivalent reports or searches, and a copy of searches at the United States Patent and Trademark Office, each of a recent date date, listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor Par Entities as debtor and that are required by the Perfection Certificates or that the Representative deem necessary or appropriate, none of which identify any security interests or liens that encumber the Notes Priority Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and (ii) acceptable evidence of payment or arrangements for payment by the Company and the Guarantors Par Entities of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Security Documents and Intercreditor Agreement. The Company and the Guarantors shall have executed and delivered perfection certificates dated as of On or prior to the Closing Date (the “Perfection Certificates”) in form and substance reasonably satisfactory to the Initial Purchasers. Except Date, except as otherwise provided for in the Security Agreement, the Indenture or the other documents entered into pursuant to in connection with the Transactions, the Security Documents and the Intercreditor Agreement shall be in full force and effect, and each document (including each Uniform Commercial Code financing statement and documentation relating to the Mortgaged Vessels) required by law or reasonably requested by the Representative and the Collateral Agent shall have received each to be filed or submitted for registration or recording on the Closing Date in order to create in favor of the Collateral Agent for the ratable benefit of the secured parties under the Security Documents a valid, legal and perfected lien on, and security interest in, the Collateral (subject to liens securing the obligations under the New Credit Facilities, the liens securing hedging obligations and treasury management arrangements on a pari passu basis with the liens securing the New Credit Facilities, in each case, in accordance with the terms of the New Credit Facilities, and other Permitted Liens) shall have been delivered to the Collateral Agent. The capital stock and the promissory notes to be pledged under the Security Agreement shall be duly and validly pledged under the Security Agreement to the Collateral Agent for the ratable benefit of the secured parties under the Security Documents, and certificates representing such pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall have been delivered to the Administrative Agent as a gratuitous bailee of the Collateral Agent in accordance with the Intercreditor Agreement, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all of the Collateral, including but not limited to, UCC financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document executed by the Company and each other party thereto, and each such document shall be in full force and effect and evidence that all of the liens on the Collateral other than Permitted Liens have been released. The Representative shall also have received (i) certified copies of UCC, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificates or that the Representative deem necessary or appropriate, none of which encumber the Notes Priority Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and (ii) acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Security Documents and Intercreditor Agreement. The Company and the Guarantors shall have executed and delivered perfection certificates dated as of the Closing Date (the “Perfection Certificates”) in form and substance reasonably satisfactory to the Initial Purchasers. Except as otherwise provided for in the Security Agreement, the Indenture or the other documents entered into pursuant to the Transactions, the Representative and the Collateral Agent shall have received each of the Security Documents and the Intercreditor Agreement, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all of the Collateral, including but not limited to, UCC financing statements Collateral to the extent required as described in appropriate form for filing the Offering Memorandum and filings with pursuant to the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document executed by the Company and each other party theretoSecurity Documents, and each such document shall be in full force and effect and evidence that all of the liens on the Collateral other than Permitted Liens have been released. The Representative shall also have received (i) certified copies of UCC, Uniform Commercial Code searches for the Company and each Guarantor and (ii) tax and judgment lien searches or equivalent reports or searches, and a copy of searches at the United States Patent and Trademark Office for the Company and each Guarantor to the extent reasonably requested by the Representative, in each case (i) and (ii), as of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificates or that the Representative deem deems reasonably necessary or appropriate, none of which encumber the Notes Priority Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens) and (ii) acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents).

Security Documents and Intercreditor Agreement. The Company and the Guarantors shall have executed and delivered a perfection certificates certificate dated as of the Closing Date (the “Perfection CertificatesCertificate”) in form and substance reasonably satisfactory to the Initial Purchasers. Except as otherwise provided for in the Security AgreementDocuments, the Indenture or the other documents entered into pursuant to the Transactions, the Representative and the Collateral Agent shall have received each of the Security Documents and the Intercreditor AgreementDocuments, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all of the Collateral, including but not limited to, UCC stock certificates accompanied by instruments of transfer and stock powers undated and endorsed in blank, Uniform Commercial Code financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document executed by the Company and each other party thereto, and each such document shall be in full force and effect and evidence that all of the liens on the Collateral other than Permitted Collateral Liens have been released. The Representative shall also have received (i) certified copies of UCCUniform Commercial Code, tax and judgment lien searches or equivalent reports or searches, and a copy of searches at the United States Patent and Trademark Office each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificates Certificate or that the Representative deem deems necessary or appropriate, none of which encumber the Notes Priority Collateral covered or intended to be covered by the Security Documents (other than Permitted LiensCollateral Liens or liens that will be released at the Closing Date) and (ii) acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

Security Documents and Intercreditor Agreement. The Company and the Guarantors shall have executed and delivered a perfection certificates certificate dated as of the Closing Date (the “Perfection CertificatesCertificate”) in form and substance reasonably satisfactory to the Initial Purchasers. Except as otherwise provided for in the Security Agreement, the Indenture or the other documents entered into pursuant to the Transactions, the Representative and the Collateral Agent shall have received each of the Security Documents and the Intercreditor AgreementDocuments, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all of the Collateral, including but not limited to, UCC stock certificates accompanied by instruments of transfer and stock powers undated and endorsed in blank (unless such stock certificates and accompanying instruments of transfer or stock powers have been delivered to the New Credit Agreement Agent), Uniform Commercial Code financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document executed by the Company and each other party thereto, and each such document shall be in full force and effect and evidence that all of the liens on the Collateral other than Permitted Liens have been released. The Representative shall also have received (i) certified copies of UCCUniform Commercial Code, tax and judgment lien searches or equivalent reports or searches, and a copy of searches at the United States Patent and Trademark Office each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificates Certificate or that the Representative deem reasonably deems necessary or appropriate, none of which encumber the Notes Priority Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and (ii) acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.