Security Interests, etc. The Mortgagor will not directly or indirectly create or permit or suffer to be created or to remain, and will promptly discharge or cause to be discharged, any deed of trust, mortgage, encumbrance or charge on, pledge of, security interest in or conditional sale or other title retention agreement with respect to or any other lien on or in the Collateral or any part thereof or the interest of the Mortgagor or the Mortgagee therein, or any Proceeds thereof or Rents or other sums arising therefrom, other than (a) Permitted Encumbrances, and (b) liens of mechanics, materialmen, suppliers or vendors or rights thereto incurred in the ordinary course of the business of the Mortgagor for sums not yet due or any such liens or rights thereto which are at the time being contested as permitted by Section 1.8. The Mortgagor will not postpone the payment of any sums for which liens of mechanics, materialmen, suppliers or vendors or rights thereto have been incurred (unless such liens or rights thereto are at the time being contested as permitted by Section 1.8), for more than 60 days after the completion of the action giving rise to such liens or rights thereto.
Security Interests, etc. (a) Subject to the Funding Conditions Provision, the Legal Reservations and the Agreed Security Principles, once executed and delivered, each of the Security Documents creates, as security for the applicable Obligations, a valid and enforceable, and, upon making the filings and recordings referenced in Section 5.19(b) and any Non-U.S. Perfection Requirements, perfected security interest in and Lien on all of the Collateral subject thereto from time to time, in favor of the Administrative Agent for the benefit of the Secured Creditors named therein, superior to and prior to the rights of all third persons and subject to no other Liens (except that the Collateral under the Security Documents may be subject to Permitted Liens) and no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof.
(b) Subject to the Funding Conditions Provision, the Legal Reservations and the Agreed Security Principles all recording, stamp, intangible, notarial or other similar taxes or fees required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid, in each case, except to the extent failure to pay such recording, stamp, intangible, notarial or other similar taxes or fees would not reasonably be expected to result in an Material Adverse Effect. Notwithstanding anything contained herein, on the Closing Date, the only Liens on and security interests in any Collateral that are required to be provided or perfected on the Closing Date are set forth in the Funding Conditions Provision.
Security Interests, etc. The Mortgagor will not directly or indirectly create or permit or suffer to be created or to remain, and will promptly discharge or cause to be discharged, any deed of trust, mortgage, encumbrance or charge on, pledge of, security interest in or conditional sale or other title retention agreement with respect to or any other lien on or in the Collateral or any part thereof or the interest of the Mortgagor or the Mortgagee therein, or any Proceeds thereof or Rents or other sums arising therefrom, other than (a) Permitted Encumbrances, and (b) liens of mechanics, materialmen, suppliers or vendors or rights thereto incurred in the ordinary course of the business of the Mortgagor for sums not yet due or any such liens or rights thereto which are at the time being contested as permitted by SECTION 1.8. The Mortgagor will not postpone the payment of any sums for which liens of mechanics, materialmen, suppliers or vendors or rights thereto have been incurred (unless such liens or rights thereto are at the time being contested as permitted by SECTION 1.8), or enter into any contract under which payment of such sums is postponable (unless such contract expressly provides for the legal, binding and effective waiver of any such liens or rights thereto), in either case, for more than 60 days after the completion of the action giving rise to such liens or rights thereto.
Security Interests, etc. The Trustor will not directly or indirectly create or permit or suffer to be created or to remain, and will promptly discharge or cause to be discharged, any deed of trust, mortgage, encumbrance or charge on, pledge of, security interest in or conditional sale or other title retention agreement with respect to or any other lien on or in the Trust Premises or any part thereof or the interest of the Trustor or the Beneficiary therein, or any Proceeds thereof or Rents or other sums arising therefrom, other than (a) Permitted Encumbrances, and (b) liens of mechanics, materialmen, suppliers or vendors or rights thereto incurred in the ordinary course of the business of the Trustor for sums not yet due or any such liens or rights thereto which are at the time being contested as permitted by Section 1.8. The Trustor will not postpone the payment of any sums for which liens of mechanics, materialmen, suppliers or vendors or rights thereto have been incurred (unless such liens or rights thereto are at the time being contested as permitted by Section 1.8), for more than 60 days after the completion of the action giving rise to such liens or rights thereto.
Security Interests, etc. (a) On the Restatement Effective Date, the Borrower shall have delivered to the Administrative Agent:
(i) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of its Subsidiaries as debtor filed in jurisdictions requested by the Administrative Agent (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully authorized for filing);
(ii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement and the Pledge Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests intended to be created by the Security Agreement and the Pledge Agreement; and
(iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect and protect the security interests purported to be created by the Security Agreement and the Pledge Agreement have been taken (including delivery to the Collateral Agent of all certificated Pledge Agreement Collateral), and the Security Agreement and the Pledge Agreement shall be in full force and effect.
(b) On the Restatement Effective Date, the Borrower shall have taken all actions as are necessary or, in the reasonable opinion of the Administrative Agent and the Collateral Agent desirable, to (i) ensure that this Agreement is the “Credit Agreement” and/or the “Closing Date Credit Agreement”, as applicable, for purposes of the Senior Secured Notes Documents, the Senior Secured Notes Intercreditor Agreement and the Security Documents, (ii) ensure that the Collateral Agent is the “Collateral Agent” for purposes of the Senior Secured Notes Documents, the Senior Secured Notes Intercreditor Agreement and the Security Documents and (iii) the Administrative Agent is the “Authorized Representative” for this Agreement for purposes of the Senior Secured Notes Intercreditor Agreement, and in each case, is entitled to all of the benefits afforded to the “Credit Agreement”, “Closing Date Credit Agreement”, “Collateral Agent” and “Administrative Agent” in the Senior Secured Notes Documents, the Senior Secured Notes Intercreditor Agr...
Security Interests, etc. The Collateral Documents create valid and perfected first priority liens on and security interests in the Collateral (subject to Permitted Liens and, in the case of the property and assets of the Obligors which become part of the Collateral on or about the Additional Availability Date, the liens and security interests of NTFC, on behalf of itself and the other NTFC Lenders, pursuant to the terms of the NTFC Loan Documents and the Intercreditor Agreement) in favor of the Collateral Agent, for its benefit and the benefit of the other Secured Parties, securing the payment of the Notes and all of the other Obligations of the Obligors under or in respect of the Note Documents. All of the shares of capital stock of (or other ownership or profit interests in) the Company and each of the Subsidiaries that are purported to comprise part of the Collateral have been delivered to the Collateral Agent or NTFC, as required by the applicable Collateral Documents (on behalf of the Secured Parties), together with undated stock or other appropriate powers executed in blank; and all filings and other actions necessary to perfect and protect such liens and security interests have been duly made or taken and are in full force and effect or will be duly made or taken in accordance with the terms of the Note Documents; and all filing and recording fees and taxes have been duly paid.
Security Interests, etc. Create or suffer to remain any security interest, lien or encumbrance against or upon any of their properties, real or personal, whether presently owned or hereafter acquired, other than to the Bank provided, however, that this restriction shall not apply to or operate to prevent (i) liens for taxes and other governmental charges, which taxes and charges at a particular time are not due or remain payable without penalty, or which are permitted to remain unpaid by reason of the operation of Paragraph 7.5 of Section 7 hereof; (ii) liens arising in the ordinary course of business out of claims for labor, materials or supplies which are permitted to remain unpaid by reason of the operation of Paragraph 7.5 of Section 7 hereof; (iii) deposits and pledges made in the ordinary course of business to secure Workers' Compensation, unemployment, old age benefits or other social security payments or in connection with or to secure performance of bids, tenders, trade contracts or leases, or to secure statutory obligations or surety, performance or appeal bonds, or other pledges or deposits for purposes of like nature, and not in connection with the borrowing of money; and (iv) easements, rights-of-way, restrictions, minor defects in title and other similar real estate encumbrances not in the aggregate interfering with the ordinary conduct of the business of such Borrower, or Guarantor.
Security Interests, etc. Notwithstanding any other provision set forth in this Agreement: (a) Agent and each Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including the Liabilities and the other Financing Agreements) in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board; (b) if Agent or any Lender is a fund that invests in bank loans, Agent and such Lender may create a security interest in all or any portion of the Advances owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, however, that (i) no such pledge shall release Agent or any Lender from any of its obligations under the Financing Agreements and (ii) such trustee shall not be entitled to exercise any of the rights of Agent or such Lender under the Financing Agreements even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise; and (c) Agent and each Lender may grant to a special purpose funding vehicle identified as such in writing from time to time by Agent or such Lender to Borrower Representative (an "SPC") the option to provide all or any part of any Advance that Agent or such Lender would otherwise be obligated to make pursuant to this Agreement; provided, however, that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Agent or such Lender shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall utilize the Revolving Commitment of the Agent or such Lender to the same extent, and as if, such Advance were made by such Agent or such Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which Agent or any Lender would be liable, (ii) no SPC shall be entitled to the benefits of Section 2.12, 2.13, 2.14 or 2.15 to the extent that Agent or the applicable Lender would not be entitled thereto, and (iii) the Agent and each Lender shall for all purposes, including the approval of any amendment or waiver of any provision of any Financing Agreement, remain the Agent and Lenders, respectively, of record hereunder. In furtherance ...
Security Interests, etc. The Collateral Documents create a valid and perfected first priority lien on and security interest in the Collateral in favor of the Agent for the benefit of the Secured Parties, securing the payment of all of the Secured Obligations, and all of the shares of capital stock of each of the Subsidiaries of the Company that are purported to comprise part of the Collateral have been delivered to the Agent, together with undated stock powers executed in blank, and all filings and other actions necessary or desirable to perfect and protect such lien and security interest have been duly made or taken and are in full force and effect or will be duly made or taken in accordance with the terms of the Note Documents.
Security Interests, etc. The Mortgagor will not directly ----------------------- or indirectly create or permit or suffer to be created or to remain, and will promptly discharge or cause to be discharged, any deed of trust, mortgage, encumbrance or charge on, pledge of, security interest in or conditional sale or other title retention agreement with respect to or any other lien on or in the Collateral or any part thereof or the interest of the Mortgagor, the Mortgagee therein or any Proceeds thereof or Rents (as hereinafter defined) or other sums arising therefrom, other than (a) Permitted Encumbrances and (b) liens of mechanics, materialmen, suppliers or vendors or rights thereto incurred in the ordinary course of the business of the Mortgagor for sums not yet due or any such liens or rights thereto which are at the time being contested as permitted by Section 1.
