Security over Assets Sample Clauses

Security over Assets. (1) To secure the performance of the Obligations and Other Secured Obligations, each Obligor organized in Canada or the United States or which has assets located in Canada and the United States must provide in favour of the Agent and the Lenders security over all of its material personal and real property, tangible and intangible, present and future, provided that, subject to the following sentence, such security shall only be required to be created and perfected under the laws in effect in Canada and the United States. The Equity Interest of the Borrower and its Subsidiaries in Material Subsidiaries must also be pledged to the Agent and the Lenders. The Borrower must ensure, to the extent permitted by law, that such Equity Interests are evidenced by certificates and must deliver to the Agent all such certificates (along with stock powers duly executed in blank). The Borrower shall not be required to deliver or cause the delivery of security by a Material Subsidiary or a pledge of the Equity Interests of a Material Subsidiary if doing so is prohibited by or exceeds the amount permitted by Applicable Law (in which case the security of such Material Subsidiary will be limited to such maximum amount) or if the Agent, in consultation with the Borrower, determines that the cost of obtaining such security or pledge is excessive in relation to the value of the security or pledge to the Lenders. The Agent confirms that, in accordance with the foregoing, the Agent has determined that no pledge shall be required in respect of the Equity Interests of any Subsidiary incorporated under the laws of Burkina Faso. (2) Notwithstanding Section 3.2(1), until the occurrence and during the continuance of an Event of Default, the security to be provided by any Obligor shall not be required to be perfected on mining rights other than those associated with the mines commonly known as Côté Gold, Ontario and Westwood, Québec (as such mines are further described in the Security Documents). For greater certainty, any Obligor may sell or otherwise dispose of, or deal with, any mining rights in respect of which the security is not required to be perfected, unless an Event of Default has occurred and is continuing or unless such sale, disposition or other dealing would be prohibited by Section 7.5. The Agent and the Lenders agree that, at the request and expense of the Borrower, the Agent and the Lenders will promptly provide any further assurances that may be reasonably necessary in co...
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Security over Assets. To secure the performance of the obligations of the Borrower under the Term Facility, each Credit Party will provide in favour of the Agent (for the benefit of the Secured Parties) security over (i) the same collateral which otherwise secures such Credit Party's obligations under or in connection with the Senior Credit Agreement from time to time (the security as of the Effective Date, the “Current Security Package”); and (ii) in the event the Current Security Package does not provide for security over all of the personal (movable) assets, tangible and intangible, present and future of the Credit Parties, or if there is no Current Security Package, all of its personal (movable) assets, tangible and intangible, present and future (the security described in paragraphs (i) and (ii), collectively, the “Security Package”). Such Security Package must be valid and perfected under the laws of the Applicable Jurisdictions, it being understood that such security will rank immediately after the security granted under or in connection with the Senior Credit Agreement save and except for security over cash and cash equivalents as set out in the Intercreditor Agreement. For greater certainty the Security Package will include security over Deposit Accounts with an obligation of the Credit Parties to maintain a minimum amount of US$35,000,000, in the aggregate, in such Deposit Accounts as set out in Section 8.3(o) .
Sample 1
Security over Assets. (a) Subject to the delay provided for in Section 1.2, to the extent applicable, to secure the performance of all of the obligations (a) of the Borrower under the Facility, and (b) of the Credit Parties under (i) the Hedging Agreements (other than Excluded Swap Obligations), (ii) the Credit Card Obligations, (iii) the Transfer and Deposit Obligations (iv) the LC Obligations and (v) any Erroneous Payment Subrogation Rights, each Material Credit Party must provide in favour of the Agent and the Lenders security over all of their assets, movable/personal and immovable/real, tangible and intangible, corporeal and incorporeal, present and future, including their assets consisting of shares or other ownership interests in any Credit Party. (b) Each Material Credit Party must also enter into blocked account agreements and account control agreements in respect of, respectively, each deposit accounts held by the Borrower, as well as accounts maintained with brokers other than the Agent consisting of (i) securities accounts, and (ii) bullion, metal or other commodities accounts not constituting securities accounts under applicable securities transfer legislation; it is however understood that:
Sample 1
Security over Assets. To secure the performance of the obligations of the Credit Parties under the Term Loan, each Credit Party must provide in favor of the Lender security over all of its personal assets, tangible and intangible, present and future.
Sample 1
Security over Assets. (a) To secure the performance of the obligations of the Borrower under the Credit Documents and the Hedging Agreements made with Lenders, the Borrower and each Guarantor must provide in favour of the Agent and the Lenders security over all of their assets, tangible and intangible, present and future, including their assets consisting of shares or other ownership interests in any Credit Party. (b) On or prior to the date of the initial Borrowing hereunder, the Borrower and each Guarantor must also enter into account control agreements in respect of securities accounts of the Credit Parties maintained with brokers other than the Agent.
Sample 1

Related to Security over Assets

  • Title to Properties; Priority of Liens Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

  • Personal Property Collateral The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

  • Title to Properties; Possession Under Leases (a) Each of the Borrower and the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law. The Equity Interests of the Borrower owned by Holdings (prior to a Qualified IPO) are free and clear of Liens, other than Liens permitted by Article VIA. (b) The Borrower and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect. (c) As of the Closing Date, none of the Borrower and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c). (d) As of the Closing Date, none of the Borrower and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect. (e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

  • Other Assets The Depositor’s obligations under this Section 7.2 are obligations solely of the Depositor and are not a claim against the Depositor if the Depositor does not have funds sufficient to make payment of those obligations. The Owner Trustee, by entering into or accepting this Agreement, acknowledges and agrees that it has no right, title or interest in or to the Other Assets of the Depositor. If the Owner Trustee either (i) asserts an interest or claim to, or benefit from, the Other Assets or (ii) is considered to have an interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Owner Trustee further acknowledges and agrees that the interest, claim or benefit in or from the Other Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the documents relating to the securitization or conveyance of those Other Assets, are entitled to be paid from or to the benefits of, or are secured by, those Other Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on those other obligations and liabilities. This subordination agreement is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Owner Trustee further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 7.2(e) and this Section 7.2(e) may be enforced by an action for specific performance. This Section 7.2(e) is for the third party benefit of the holders of the other obligations and liabilities and will survive the termination of this Agreement.

  • Payment of Leasehold Obligations Each Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.

  • Real Property Collateral Subject to Section 7.11: (A) Fully executed and notarized Mortgages encumbering the fee interest of any Loan Party in each of the real properties designated as a Mortgaged Property on Schedule 6.17(a); (B) maps or plats of an as built survey of the sites of the real property covered by the Mortgages certified to the Administrative Agent and the title insurance company issuing the policies referred to in subclause (C) in a manner reasonably satisfactory to each of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy; (C) ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; and (D) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance and declarations pages of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders.