Special Provisions Regarding Collateral. Notwithstanding anything to the contrary contained in Section 5.1 above, the types or items of Collateral described in such Section shall not include any rights or interest in any contract, lease, permit, license, charter or license agreement covering property of such Obligor, as such, if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under Sections 9-406, 9-407, and 9-408 of the UCC or other applicable law or (b) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of such Obligor in or to monies due or to become due under any such contract, lease, permit, license, charter or license agreement (including any Accounts).
Special Provisions Regarding Collateral. Simultaneously with the execution and delivery of this Agreement, the Borrower and the Guarantors have deposited with the Agent, for the benefit of the Banks, the Assignments duly executed and in proper form for recording in each of the jurisdictions where Eligible Properties are located. In addition, the Operating Companies have deposited with the Agent for the benefit of the Banks the Security Agreements, together with UCC-1 financing statements, each duly executed and in proper form for recording in each of the jurisdictions in which the Operating Companies maintain assets. The Agent agrees to hold such documents and not to file or record such documents unless and until any Event of Default shall occur hereunder. The Agent further agrees that upon the happening of an Event of Default hereunder, other than an Event of Default referred to in Section 10.1 (e) hereof (in which case no notice shall be required), the Agent shall give the Borrower fourteen (14) days' prior written notice before recording any of such documents. The costs incurred after the occurrence of an Event of Default in connection with recording any such document shall be borne by the Borrower whether or not any such document is recorded by the Agent. If any of the Assignments or financing statements require amendment, re-execution or any revision prior to being in a form acceptable to be recorded, the Borrower shall be responsible for all costs incurred from and after the occurrence of an Event of Default in connection with such amendment, re-execution or revision and the Borrower shall do all things necessary at the request of the Agent in order to permit such documents to be filed or recorded whether or not any such documents are filed or recorded. To the extent that the Agent or any Bank incurs any of such costs directly, such costs shall be reimbursed by the Borrower on demand.
Special Provisions Regarding Collateral. Notwithstanding anything to the contrary contained in this Section 5, the types or items of Collateral described in Section 5.1 shall not include any rights or interest in any lease, contract, license, permit or license agreement covering personal or real property of Borrower or Guarantor, so long as under the terms of such lease, permit, contract, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, license or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (i) to apply if any such prohibition is unenforceable under the UCC or other applicable law or (ii) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of Borrower or Guarantor in or to monies due or to become due under any such lease, permit, contract, license or license agreement (including any Receivables).
Special Provisions Regarding Collateral. Notwithstanding anything to the contrary contained in this Section 5, the types or items of Collateral described in Section 5.1 shall not include (a) any personal or real property leasehold rights or interests, (b) any motor vehicles or certificates of title relating thereto or (c) any rights or interest in any contract (other than a lease of personal or real property), license, permit or license agreement covering personal or real property of Borrower or any Guarantor, so long as under the terms of such contract, license, permit or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, license, permit or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion in clause (c) shall in no way be construed (i) to apply if any such prohibition is unenforceable under the UCC or other applicable law or (ii) so as to limit, impair or otherwise affect Agent’s unconditional continuing security interests in and liens upon any rights or interests of Borrower or any Guarantor in or to monies due or to become due under any such contract, license, permit or license agreement (including any Receivables).
Special Provisions Regarding Collateral. (a) Notwithstanding anything to the contrary contained in this Section 5, (i) to secure the payment and performance of the Obligations of US Borrower and each Guarantor, the pledge by US Borrower or any Guarantor of shares of Capital Stock of any direct Subsidiary of such Borrower or Guarantor that is not incorporated or formed under the laws of the United States of America or a political subdivision thereof shall not exceed sixty-five (65%) percent of all of the issued and outstanding shares of Capital Stock of such Subsidiary, (ii) the grant of a security interest in the Collateral by UK Borrower in favor of Agent under laws of England and Wales is further evidenced by other Financing Agreements and (iii) the grant of a security interest in the Collateral by Borrowers in favor of Agent under the laws of the Netherlands is created pursuant to and further evidenced by other Financing Agreements.
Special Provisions Regarding Collateral. 50 5.4 Perfection of Security Interests..................................50 5.5 Authorization for UCC Release Documents...........................53
Special Provisions Regarding Collateral. 57 Section 11.5.Survival....................................................58 Section 11.6.Assignments; Participation..................................58 Section 11.7.Notices.....................................................58 Section 11.8.Setoff......................................................59 Section 11.9.Jurisdiction; Immunities....................................59 Section 11.10.Table of Contents; Headings...............................60 Section 11.11.Severability...............................................60 Section 11.12.Counterparts...............................................60 Section 11.13.Integration................................................60 Section 11.14.Governing Law..............................................60 Section 11.15.Relief from Bankruptcy Stay................................60 CREDIT AGREEMENT (the "Agreement") dated as of December 10, 2002, among UNITED CAPITAL CORP., a corporation organized under the laws of the State of Delaware (the "Borrower") and the BANKS which from time to time are parties to this Agreement (individually, a "Bank" and collectively, the "Banks") and MANUFACTURERS & TRADERS TRUST COMPANY, a New York corporation, as Agent for the Banks. The Borrower desires each of the Banks to extend credit to the Borrower and the Banks are willing to extend such credit on the terms and conditions set forth herein.
Special Provisions Regarding Collateral. The Holders acknowledge that the Debentures are ineligible to serve as collateral for a loan made by the Bank.
Special Provisions Regarding Collateral. 46 5.4 Perfection of Security Interest................................................... 47 SECTION 6.
Special Provisions Regarding Collateral. Notwithstanding anything to the contrary contained in Section 5.1 above, the types or items of Collateral described in such Section shall not include:
