Common use of The Security Documents Clause in Contracts

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party in all of the Security Agreement Collateral described therein, and each Security Agreement (upon satisfaction of any filing or other requirements set forth therein) creates a fully perfected First Priority Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of the Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement). The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors under the Pledge Agreement constitute (upon satisfaction of any filing, delivery or other requirements in respect of the stock issued by any Foreign Subsidiary) first priority perfected security interests in the Pledged Securities (assuming, in respect of certificated stock and securities constituting promissory notes, the Collateral Agent’s continuous possession thereof) described in the Pledge Agreement, subject to no security interests of any other Person (other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement) described in clauses (y) and (z) of Section 8.01(v)). Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreement (other than filings of proper UCC-1 Financing Statements in respect of the Pledged Securities constituting promissory notes and uncertificated equity interests, which filings have been made). (c) Each of the Mortgages will create, upon the filing thereof, as security for the obligations purported to be secured thereby, a valid and enforceable (upon satisfaction of any filing or other requirements set forth therein) and perfected first priority mortgage lien and security interest in the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons and subject to no other Liens (except Permitted Encumbrances).

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc)

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The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party in all of the Security Agreement Collateral described therein, and each Security Agreement (upon satisfaction of any filing or other requirements set forth therein) creates a fully perfected First Priority Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of the Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCC, subject to no other Liens other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement). The recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors under the Pledge Agreement constitute (upon satisfaction of any filing, delivery or other requirements in respect of the stock issued by any Foreign Subsidiary) first priority perfected security interests in the Pledged Securities (assuming, in respect of certificated stock and securities constituting promissory notes, the Collateral Agent’s continuous possession thereof) described in the Pledge Agreement, subject to no security interests of any other Person (other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement) described in clauses (y) and (z) of Section 8.01(v)). Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreement (other than filings of proper UCC-1 Financing Statements in respect of the Pledged Securities constituting promissory notes and uncertificated equity interests, which filings have been made). (c) Each of the Mortgages will create, upon the filing thereof, as security for the obligations purported to be secured thereby, a valid and enforceable (upon satisfaction of any filing or other requirements set forth therein) and perfected first priority mortgage lien and security interest in the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons and subject to no other Liens (except Permitted EncumbrancesLiens).

Appears in 1 contract

Samples: Term Loan Credit Agreement (Omnova Solutions Inc)

The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party party thereto in all of the Security Agreement Collateral described thereintherein that is, in the case of the Security Agreement subject to Article 8 or 9 of the UCC or constitutes patents, trademarks or copyrights, and each the Security Agreement (upon satisfaction of any filing or other requirements set forth thereintherein and to the extent required thereby) creates a fully perfected First Priority first Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of the such Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCCCollateral, subject to no other Liens other than Permitted Liens (and subject to Liens. Without limiting the terms generality of the ABL/Term Loan Intercreditor Agreement). The foregoing, the recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors under the U.S. Pledge Agreement constitute (upon satisfaction of any filing, delivery filing or other requirements in respect of the stock Pledged Stock issued by any Foreign Subsidiary) first priority perfected security interests in the Pledged Securities (assuming, in respect of certificated stock Pledged Stock and securities Pledged Securities constituting promissory notes, the Collateral Agent’s 's continuous possession thereof) described in the U.S. Pledge Agreement, subject to no security interests of any other Person (other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement) described in clauses (y) and (z) of permitted under Section 8.01(v9.01(i)). Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the U.S. Pledge Agreement (other than filings of proper UCC-1 Financing Statements in respect of the Pledged Securities constituting promissory notes and uncertificated equity interestsnotes, which filings have been mademade and other than as required in respect of Pledged Stock issued by Foreign Subsidiaries). (c) Each of the Mortgages will create, upon the filing thereofcreates, as security for the obligations purported to be secured thereby, a valid and valid, enforceable (upon satisfaction of any filing or other requirements set forth therein) and perfected first priority mortgage lien and security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons and subject to no other Liens (except except, in each case, Permitted Encumbrances). Schedule IV contains a true and complete list of each material parcel of Real Property owned or leased by the Parent and its Subsidiaries on the Effective Date, and sets forth the type of interest therein held by the Parent or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Aearo CO I)

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The Security Documents. (a) The provisions of the Security Agreement Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in, and/or Lien on, all right, title and interest of each Credit Party party thereto in all of the Security Agreement Collateral described thereintherein that is, in the case of the US Security Agreement subject to Article 8 or 9 of the UCC or constitutes patents, trademarks or copyrights, and each Security Agreement (upon satisfaction of any filing or other requirements set forth thereintherein and to the extent required thereby) creates a fully perfected First Priority first Lien on, and/or security interest in, all right, title and interest of such Credit Party in all of the such Security Agreement Collateral described therein to the extent the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by filing a financing statement under the UCCCollateral, subject to no other Liens other than Permitted Liens (and subject to Liens. Without limiting the terms generality of the ABL/Term Loan Intercreditor Agreement). The foregoing, the recordation of the Assignment of Security Interest in U.S. Patents and Trademarks in the form attached to the US Security Agreement in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant to the US Security Agreement will be effective, under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the US Security Agreement. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors under the Pledge Agreement constitute (upon satisfaction of any filing, delivery filing or other requirements in respect of the stock Pledged Stock issued by any Foreign Subsidiary) first priority perfected security interests in the Pledged Securities (assuming, in respect of certificated stock Pledged Stock and securities Pledged Securities constituting promissory notes, the Collateral Agent’s 's continuous possession thereof) described in the Pledge Agreement, subject to no security interests of any other Person (other than Permitted Liens (and subject to the terms of the ABL/Term Loan Intercreditor Agreement) described in clauses (y) and (z) of permitted under Section 8.01(v8.01(i)). Except as provided in the immediately preceding sentence, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreement (other than filings of proper UCC-1 Financing Statements in respect of the Pledged Securities constituting promissory notes and uncertificated equity interestsnotes, which filings have been mademade and other than as required in respect of Pledged Stock issued by Foreign Subsidiaries other than the Canadian Borrower and the UK Borrower). (c) Each of the Mortgages will create, upon the filing thereofcreates, as security for the obligations purported to be secured thereby, a valid and valid, enforceable (upon satisfaction of any filing or other requirements set forth therein) and perfected first priority mortgage lien and security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third Persons and subject to no other Liens (except except, in each case, Permitted EncumbrancesLiens). Schedule IV contains a true and complete list of each material parcel of Real Property owned or leased by Holdings and its Subsidiaries on the Restatement Effective Date, and sets forth the type of interest therein held by Holdings or such Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Aearo Corp)

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