Security Interests; Lien Searches Clause Samples
Security Interests; Lien Searches. Subject to the Intercreditor Agreement, the Primary Co-Collateral Agents (i) shall have a perfected security interest for the benefit of the Secured Parties in the Collateral (free and clear of all Liens other than the Liens under the Term Loan Documents and other Permitted Liens); (ii) shall have received satisfactory results of lien and judgment searches in each of the jurisdictions where the Borrowers and the Guarantors are organized and where assets of the Borrowers and the Guarantors are located (with respect to Foreign Guarantors, including, but not limited to, the District of Columbia), and such search shall reveal no liens or encumbrances on any of the assets of the Borrowers or Guarantors except for liens and encumbrances permitted by Section 5.02(a) or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Lead Arrangers; and (iii) shall have received evidence that all other action that the Primary Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests and second priority liens and security interests, as the case may be, created under the Security Agreement has been taken (including, without limitation, receipt of duly executed pay-off letters, UCC-3 termination statements (or equivalent thereof) and landlords’ and bailees’ waiver and consent agreements, in each case in form and substance satisfactory to the Primary Agent and the Primary Co-Collateral Agents).
Security Interests; Lien Searches. (a) Subject to Sections 6.16 and 7.20, all filings, notices, consents, acknowledgements and recordings necessary to perfect the security interests in the Collateral shall have been made pursuant to the terms of the Security Documents and all related recordation, registration and/or notarial fees, charges and/or Taxes shall have been paid, and the security interests granted in favor of the Lenders will constitute valid perfected first priority Liens or, solely with respect to the pledge provided pursuant to the Second Lien Chilean Share Pledge Agreement, second priority Liens, on the Collateral, in each case free and clear of all Liens (other than Liens created pursuant to the Credit Documents and, to the extent applicable, the Adexus Financing Lien), including, (i) with respect to the Trust Agreement, the filing for registration of the Trust Agreement before the Peruvian Public Registry, (ii) with respect to the First Lien Chilean Share Pledge Agreement and the Second Lien Chilean Share Pledge Agreement, in each case, registration in Adexus’s registro de accionistas (shareholders registry), by means of a notary public’s certification, (iii) with respect to the Dividends from GMP, an annotation in the share ledger of GMP reflecting, among other things, the transfer to the trust created under the Trust Agreement (transferencia en dominio fiduciario) of the rights to receive the Collection Account Dividends from GMP and the relevant Notification requiring and directing GMP to deposit the Collection Account Dividends into the Dividend Collection Account, and (iv) with respect to the Dividends from Norvial and GyM Ferrovias, an annotation in the share ledger and share certificate of each of Norvial and GyM Ferrovias reflecting, among other things, the irrevocable instruction in the relevant Irrevocable Instruction Letter requiring and directing each of Norvial and GyM Ferrovias, as applicable, to deposit the Collection Account Dividends into the Dividend Collection Account.
(b) The Lenders shall have received copies of recent UCC lien, tax and judgment searches (to the extent applicable) in the relevant jurisdiction of formation with respect to the Borrower, the results of which show no Liens on the Collateral as of the Closing Date other than Liens created pursuant to the Credit Documents and, to the extent applicable, the Adexus Financing Lien.